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Government Contracts Transactions, M&A and Diligence

Overview

Transactions involving government contractors raise unique challenges and complexities that can determine the fate of a deal. Crowell’s rare multidisciplinary team guides clients through the evolving web of government regulations and approvals, helping them evaluate potential opportunities. Our lawyers have handled hundreds of transactions involving government contractors, including buy-side M&A, sell-side M&A, lending and borrowing, special regulatory counsel, joint ventures, and complex restructuring.

Support at every step

Private equity firms, lenders, multinational companies, and smaller operations depend on us for industry-specific and comprehensive advice through every stage of the transaction process. We offer a team with deep experience in the following areas:

  • Conducting due diligence—with notable proficiency in government contracts, national security, the Committee on Foreign Investment in the United States (CFIUS), and international trade issues.
  • Evaluating the target’s government business to identify non-obvious—but very real—areas of risk.
  • Obtaining necessary governmental approvals, clearances, and novations.
  • Navigating myriad reporting and approval requirements, including CFIUS, when the acquirer is owned or controlled by foreign interests.
  • Drafting and negotiating definitive deal documents that set terms and conditions.
  • Handling the full range of post-closing integration issues.

Effective and efficient representation

Our distinct blend of transactional lawyers, government contracts lawyers, and other regulatory lawyers have the resources and experience to handle transactions of all sizes and across all industries. Recent matters include:

  • Represented Accenture Federal Services in multiple acquisitions, including the purchase of a Novetta, an advanced analytics company providing solutions to the U.S. federal government.
  • Represented Madison Dearborn Partners in multiple transactions, including its acquisition of LinQuest Corp, a provider of space technology solutions, and its sale of LGS Innovations, a leading provider of global networking products and services, to CACI.
  • Represented Huntington Ingalls Industries in its acquisition of Fulcrum IT Services, an information technology and government consulting company.
  • Represented Raytheon Technologies, in connection with the sale of its GPS business unit to BAE and the sale of its space-based precision optics business to AMERGINT.
  • Represented Halfaker and Associates, a technology solutions provider within the government’s health, intelligence, defense, and security sectors, in connection with its sale to SAIC.

Relationship driven

Collaboration is a pillar of our M&A track record. We regularly work with outside advisors and counsel from other law firms through a strategic partnership approach. Across a wide spectrum of subjects—from audits and investigations to small business matters and supply chain—we work with others to prioritize our clients’ objectives.

Representative Matters

Recent representative transactions include:

  • Accenture Federal Services, in its acquisitions of:
    • Agilex Technologies, a provider of digital solutions for the U.S. federal government.
    • Defense Point Security, a provider of cybersecurity services and solutions to U.S. government customers.
    • Phase One Consulting, a provider of modernization and digital transformation for the federal market.
    • The cyber defense business of Endgame, Inc.
  • Abt Associates, in its acquisition of Stratus Consulting, a provider of environmental consulting services to DOJ and other civil agencies.
  • Avaya Inc., in connection with its spin-off of Avaya Government Solutions, its information technology professional services business, to Camber Corporation.
  • BAE Systems Inc., in connection with over 50 M&A transactions ranging from $10m to $300m, including the following announced transactions:
    • Its acquisition of Signal Innovations Group, a provider of imaging technologies and analytics.
    • The establishment of the FADEC Alliance joint venture with Safran and GE to develop, produce, and support FADECs for aircraft engines and related technologies.
    • Its spinoff and sale of its commercial armored vehicle business unit from its military and construction armored vehicle business unit to The O’Gara Group.
    • Its sale of the business assets of BAE Systems Tensylon High Performance Materials Inc. to DuPont.
    • Its acquisition of certain subsidiaries of L-1 Identity Solutions that provide intelligence and related services to the intelligence and defense communities.
    • Its acquisition of Advanced Ceramics Research, Inc., a manufacturer of tactical unmanned aircraft systems.
  • Bulletin Intelligence LLC, a provider of customized information briefings and subscriptions and cloud-based content analytical services to government agencies and commercial customers, in its sale to Cision US Inc.
  • Catapult Technology, in connection with its acquisition by DC Capital Partners.
  • Creative Computing Solutions, Inc., a cybersecurity and health-focused solutions company, in connection with its acquisition by Information Innovators Inc.
  • DXC Technology, in the sale of a classified government program to CACI,Inc. – Federal.
  • ForceX, a provider of ISR software development and technology to the U.S. government, in its acquisition by L-3 Communications.
  • GardaWorld, in its acquisition of United American Security and Industrial Security Service.
  • Health Net Inc., in connection with the sale of its Medicare PDP business to CVS Caremark, and an acquisition of assets from Humana relating to the performance of certain HERO Program contracts.
  • Huntington Ingalls Industries, in its acquisition of Fulcrum IT Services LLC.
  • Kforce Government Solutions, in connection with the $115 million sale to ManTech International Corporation.
  • Madison Dearborn Partners and CoVant Management, in connection with two significant transactions:
    • Their acquisition of LinQuest Corp, a provider of space technology solutions.
    • Their sale of LGS Innovations to CACI.
  • PA Consulting Group, in the sale of its U.S.-based government contracting and international development consulting business.
  • Perspecta, in its separation of the US Public Sector business from DXC and finalized its planned combination with Vencore, Inc. and KeyPoint Government Solutions.
  • Saab AB, in connection with several significant M&A transactions, including:
    • Its acquisition of Sensis Corporation, a provider of air traffic management solutions and surveillance technologies.
    • A joint venture with DigitalGlobe (now Maxar Technologies), to provide 3-D imaging solutions.
  • United American Insurance Company, in connection with the sale of its Medicare prescription drug business to SilverScript Insurance Company.
  • Valiant Integrated Services, in its acquisition of Cubic Global Defense Services.
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