- Industry-Specific Due Diligence — Identifying and analyzing risks associated with specific government contract types, compliance obligations and other matters that could impact the proposed transaction (including pre-sale, self-due diligence).
- Structuring Transactions — Analyzing regulatory, accounting and tax implications of alternative transaction structures (e.g., stock, asset, merger, conversion, etc.), as well as addressing issues related to the disposition of business lines, divisions and subsidiaries.
- Negotiating Transaction Documents — Negotiating provisions unique to government contractor acquisitions, indemnification obligations and drafting deal-specific ancillary agreements (e.g., novation package, subcontract pending novation, etc.).
- Coordination with Regulatory Agencies — Assisting in drafting required notices and filings with the Defense Security Service (DSS), Committee on Foreign Investment in the United States (CFIUS), Department of State Directorate of Defense Trade Controls (DDTC) and Defense Contract Management Agency (DCMA).
- Post-Closing Integration — Working with clients on post-closing obligations and rights, including required contract and small business re-representation notices, as well as remediating identified risks discovered as part of due diligence.
Government Contractor Mergers & Acquisitions
Our Government Contracts Transactions Practice Group provides clients with advice across the entire range of the firm's practice areas in guiding government contractors through complex corporate transactions, including mergers, acquisitions, dispositions, recapitalizations, reorganizations, joint ventures and other strategic transactions.
We seamlessly blend government contracts knowledge with practical business sense to help get the deal done. Our team is intimately familiar with the full spectrum of government contractor transactional issues, ranging from novation and name change requirements; small business size and affiliation standards; foreign ownership control or influence (FOCI); performance issues; pending claims, investigations, audits and disclosures; cost accounting implications; intellectual property and technical data rights and ownership; organizational conflicts of interest; facility and personnel security clearances; export controls; and ethics and compliance concerns.
Our specific capabilities include:
Experience
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We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of Whitney, Bradley & Brown,...
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We represented Gen Cap America, Inc. in the acquisition of Eastern Business Forms, Inc., a designer and manufacturer of diagnostic...
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We represented Gen Cap America, Inc. in the sale of its portfolio company, Aero Systems Engineering, a provider of design...
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We represented the Middle Tennessee Electric Membership Corporation (MTE), the largest electric co-op in the Tennessee Valley Authority (TVA) region...
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We represented Serco Inc. in its acquisition of Alion Science & Technology Corporation's Naval Systems Business Unit, including its Canadian...
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We represented Engility Holdings (NYSE: EGL) in its merger with Science Applications International Corp. (NYSE: SAIC) in which SAIC acquired...
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We represented Alpha-Omega Change Engineering (AOCE) in its sale to CAE USA Mission Solutions Inc. AOCE provides a range of...
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We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of BTP Systems, LLC. BTP...
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We advised Emergent BioSolutions (NYSE:EBS) on the government contract aspects of two transactions involving the acquisition of assets related to...
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We represented Enlighten IT Consulting (ETIC) in its acquisition by MacAulay-Brown, Inc. (MacB), an advanced engineering, cyber security and product...
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"Bass, Berry & Sims has a respected practice, noted for its aptitude in advising clients on a host of issues, including bid protests, contract formation and transactions. Draws clients from a range of sectors including defense and national security." Client feedback: "The Bass Berry team is responsive and issues business-centric advice." "They provide practical, operational advice. Their advice is excellent, even when dealing with novel issues." "Bass Berry provides a first-rate service."
From Chambers USA 2023