Wiley Rein represents clients in the acquisition and sale of companies, corporate reorganizations, the divestiture of contracts and related assets, and underwriting of public debt and equities offerings, providing advice and counsel on the significant and unique government contracting issues that arise in such transactions. We have helped guide sellers in the preparation of the data room and disclosure schedules and, where necessary, in obtaining government approvals, including consent to novation agreements. For buyers, we frequently engage in comprehensive reviews of target companies’ government contracts portfolios, including contract/program performance reviews and assessments of companies’ compliance practices and procedures and potential risks or hidden liabilities, as well as how to use the proceeds of government contracts to support financing the acquisition. We have also advised clients on due diligence activities involving classified contracts or programs, including transactions involving facilities and personnel clearances, foreign ownership or control issues, and Committee on Foreign Investment in the United States (CFIUS) concerns.
Examples of Wiley Rein's corporate and due diligence work include the following:
- Served as primary government contracts counsel to a leading IT services consulting firm in the sale in bankruptcy of substantially all of its government contracting assets to a competitor, including the novation of scores of contracts and task orders.
- Served as government contracts counsel to a Wall Street law firm conducting due diligence on behalf of an investment banking client in connection with a private placement of securities.
- Conducted due diligence on behalf of a private equity firm contemplating the acquisition of an IT company operating in the classified space.
- Represented a leading provider of management and technology services to the U.S. Government in the defense, intelligence, and civilian markets in the disposition of assets and contracts, in order to eliminate potential organizational conflicts of interest (OCIs) and permit the contractor to provide development services to a specific customer.
- Represented a contractor in the sale of a military jet engine manufacturing company to a foreign company, obtaining CFIUS clearance from the Treasury Department and security clearance from the Defense Security Service (DSS) with respect to Top Secret programs.
- Represented a major defense contractor in the acquisition of an advisory and assistance services contractor with respect to mitigating potential OCIs by negotiating provisions in novation agreements, transaction agreements, and other documents to the satisfaction of contracting officers.
- Handled government contracts, intellectual property, and labor law due diligence for a major European aerospace company and assisted the company in the drafting and negotiation of the transaction agreements for $2.2 billion in purchases of U.S. defense companies.
- Served as lead counsel for the $825 million sale by a major communications/electronics company of its government contracting division.
- Assisted a Fortune 500 company in selling its federal contracts subsidiary to a foreign company.
Our lawyers have brought this expertise to industry by teaching for many years the leading seminar on this subject: "Due Diligence in Government Contractor Mergers & Acquisitions." This widely attended Federal Publications seminar is given several times each year by a combination of our Corporate and Government Contracts attorneys. [See Due Diligence in Government Contractor Mergers and Acquisitions and An Early Start of Specialized Due Diligence Is Key to Successful M&A Transactions Involving Government Contractors]
ISSUE: WINTER 2014