Government Contractor Mergers & Acquisitions
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:
- 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.
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:
- 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.
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...
Experience
-
We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of Whitney, Bradley & Brown,...
-
We represented Gen Cap America, Inc. in the acquisition of Eastern Business Forms, Inc., a designer and manufacturer of diagnostic...
-
We represented Gen Cap America, Inc. in the sale of its portfolio company, Aero Systems Engineering, a provider of design...
-
We represented the Middle Tennessee Electric Membership Corporation (MTE), the largest electric co-op in the Tennessee Valley Authority (TVA) region...
-
We represented Serco Inc. in its acquisition of Alion Science & Technology Corporation's Naval Systems Business Unit, including its Canadian...
-
We represented Engility Holdings (NYSE: EGL) in its merger with Science Applications International Corp. (NYSE: SAIC) in which SAIC acquired...
-
We represented Alpha-Omega Change Engineering (AOCE) in its sale to CAE USA Mission Solutions Inc. AOCE provides a range of...
-
We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of BTP Systems, LLC. BTP...
-
We advised Emergent BioSolutions (NYSE:EBS) on the government contract aspects of two transactions involving the acquisition of assets related to...
-
We represented Enlighten IT Consulting (ETIC) in its acquisition by MacAulay-Brown, Inc. (MacB), an advanced engineering, cyber security and product...
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Professionals
Name | Phone | |
---|---|---|
Richard W. Arnholt Member |
(202) 827-2971 | rarnholt@bassberry.com |
Al Bright, Jr. Member |
(901) 543-5945 | al.bright@bassberry.com |
Adam Briscoe Associate |
(202) 827-2961 | adam.briscoe@bassberry.com |
Christopher J. Climo Associate |
(615) 742-7741 | christopher.climo@bassberry.com |
John L. Fuller Member |
(615) 742-7921 | jfuller@bassberry.com |
B. Riney Green Member |
(615) 742-7866 | rgreen@bassberry.com |
S. Ryan Hoffman Member |
(615) 742-7812 | rhoffman@bassberry.com |
Thaddeus R. McBride Member |
+1 (202) 827-2959 | tmcbride@bassberry.com |
Todd R. Overman Member |
(202) 827-2975 | toverman@bassberry.com |
Ryan D. Thomas Member |
(615) 742-7765 | rthomas@bassberry.com |
Sylvia Yi Counsel |
(202) 827-2993 | Sylvia.Yi@bassberry.com |
Publications
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December 18, 2023 | Law360
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August 29, 2022 | Law360
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August 9, 2022 | GovCon & Trade Blog
Upcoming Events
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September 19, 2024 | Nashville, TennesseeBass, Berry & Sims
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October 10, 2024 | Tampa, FLFL APEX Accelerator
Past Events
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June 18, 2024 | VirtualWest TN Procurement Opportunities Conference
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October 4, 2023 | WebinarsbLiftOff
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September 23, 2020 | WebinarBass, Berry & Sims
Media Mentions & Firm News
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May 21, 2024 | Firm News, Westlaw Today, Law360
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March 26, 2024 | Memphis Business Journal
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February 20, 2023 | Memphis Business Journal
Publications
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December 18, 2023 | Law360
-
August 29, 2022 | Law360
-
August 9, 2022 | GovCon & Trade Blog
Past Events
-
June 18, 2024 | VirtualWest TN Procurement Opportunities Conference
-
October 4, 2023 | WebinarsbLiftOff
-
September 23, 2020 | WebinarBass, Berry & Sims
Media Mentions & Firm News
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May 21, 2024 | Firm News, Westlaw Today, Law360
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March 26, 2024 | Memphis Business Journal
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February 20, 2023 | Memphis Business Journal
Contact
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
"Bass, Berry & Sims PLC has a respected practice, noted for its aptitude in advising clients on a host of issues, including bid protests, contract formation and transactions. The law firm draws clients from a range of sectors including defense and national security." Client feedback: "The Bass Berry & Sims team is extremely knowledgeable in government contracts and in practical application in the business environment." "The firm knows the value of providing a competitive solution."
From Chambers USA 2024