M&A Dealmaker Perspectives on Transaction Structure and Value

Dean S. Nordlinger*

Recently, I hosted the third session of Blank Rome’s new on-demand webinar series, “Strategically Speaking,” with featured guests Mitchell Martin of The McLean Group and Scott Brezler of Dixon Hughes Goodman LLP bout the key issues that arise in mergers and acquisitions (“M&A”) transactions involving govcon firms. You are invited to watch the recording on demand here; I hope you find it helpful and informative.

Martin has held a number of financial advisory positions with leading investment banks focused on M&A for logistics and defense and government services companies, and is currently the co-head of The McLean Group’s M&A practice, as well as its Defense, Government & Intelligence (“DGI”) practice. Brezler currently heads the Government Contracting practice for Dixon Hughes Goodman LLP and previously served as chairman of the Small and Emerging Contractors Advisory Forum.

Our session includes an informative and helpful discussion, including:

      • A high-level overview of M&A:
          • A seller’s perspective on an M&A transaction;
          • A buyer’s perspective on an M&A transaction;
          • The reality of the M&A process:
              • Time, resources, and money; and
              • Deep scrutiny of a seller.
      • A high-level overview of purchase price (and tracking the value):
          • Identifying and understanding the purchase price component parts;
          • Breaking down the component parts and transaction terms to track value;
          • What a seller gets at closing vs what remains “at risk” post-closing; and
          • What’s the impact of each item/issue on an aggregated basis.
      • Structuring the purchase price:
          • Use of and recent trends in earnouts and impact on value; and
          • Use of and recent trends in rollover equity on value.
      • The impact of acquisition/tax structuring on purchase price and value:
          • GovCon regulations impact on acquisition structure;
          • Acquisition structure impact on transaction value to seller; and
          • Acquisition structure impact on transaction value to buyer. 
      • Weaponizing working capital:
          • Net working capital and impact on overall deal value;
          • Negotiation of working capital (in the letter of intent); and
          • Things sellers do to their advantage, things sellers do to their detriment.
      • Importance of employee incentive plans & retention:
          • “Key employees” as a buyer condition to closing;
          • Negotiation of key employee retention bonuses:
            • Cooperation between buyer and seller on what it should be;
            • Does the seller have any preexisting retention in place;
            • Who bears the burden vs. benefit; and
          • Buyer redirect of purchase price to use as retention bonuses for key employees.

PAST SESSIONS OF STRATEGICALLY SPEAKING NOW AVAILABLE ON DEMAND:

Session I: Navigating the Future of Office Leases with Featured Guests Chethan Rao and Andrew Roberts of global commercial real estate firm Newmark. Watch the Webinar >>

Session II: Pivoting & Positioning Small Businesses for Dynamic (Full & Open) Growthwith Featured Guests Gilbert Dussek of Gunnison Consulting Group and Kevin Robbins of Blue Delta Capital Partners. Watch the Webinar >>


*Dean Nordlinger is a partner in our Corporate practice whose new “Strategically Speaking” webinar series includes discussions with a variety of seasoned professionals and subject matter experts about critical and challenging issues that government contractors and other companies (and business owners) face throughout their life cycle.

Pivoting & Positioning Small Businesses for Dynamic (Full & Open) Growth

Dean S. Nordlinger*

Recently, I hosted the second session of Blank Rome’s new on-demand webinar series, “Strategically Speaking,” with featured guests Gilbert Dussek of Gunnison Consulting Group and Kevin Robbins of Blue Delta Capital Partners about the key issues that growing government contracts firms face in their business life cycle as they transform from small to “other-than-small” businesses. You are invited to watch the recording on demand here; I hope you find it helpful and informative.

Dussek has been a successful high-level operator on both large and small govcon platforms and in 2019 became CEO of Gunnison, a leader in software development, data analytics, and enterprise system testing for leading government customers. Robbins has served multiple roles as a consultant to and an owner/investor in govcon companies and is a co-founder of Blue Delta, a growth capital firm focused on the U.S. federal government services marketplace, particularly technology-enabled solutions and services companies.

Our session includes an informative and helpful discussion focused on:

  • Reviewing Blue Delta’s and Gunnison’s decision to team up:
    • Factors that went into Blue Delta’s decision to invest in Gunnison; and
    • The driving and differentiating attributes that Blue Delta looks for in “investable” target companies
  • Strategically growing from an SBSA to full & open govcon company:
    • Building, scouting, and acquiring talent; and
    • Competitively bidding on and winning, or acquiring, F&O contracts
  • Identifying and filtering acquisition targets and structuring acquisitions:
    • The roles of company culture, chemistry (of personnel), and vision; and
    • Sourcing and valuing target companies
  • Describing Gunnison-Blue Delta’s corporate growth strategy:
    • How Blue Delta thinks about portfolio company construction; and
    • Gunnison’s near-term and long-term visions and plans

*Dean Nordlinger is a partner in our Corporate practice whose new “Strategically Speaking” webinar series includes discussions with a variety of seasoned professionals and subject matter experts about critical and challenging issues that government contractors and other companies (and business owners) face throughout their life cycle.

Fifty Ways to Lose Your Federal Contract Award – Part 1: Failing to Secure Your Key Person Supply Chain

Albert B. Krachman

With apologies to Paul Simon, this is Part 1 of a series of articles on the many ways contractors can lose awards on federal contracts. These cautionary tales should inform anyone in a contractor organization with responsibility for authorizing, preparing, or negotiating competitive federal proposals.

Like a prize-winning recipe, the ingredients for losing an award are well known: one part carelessness, a pinch of greed, and some lack of attention to detail. Throw in a dash of procrastination, a late proposal revision, and then garnish it with an 11th-hour e-mailing of your proposal. Voila—you have cooked up a complete waste of proposal resources! 

We kick off this series with a story of an incumbent contractor who lost a billion-dollar follow-on contract by failing to contractually secure the services of a key person designated in the proposal.

Continue reading “Fifty Ways to Lose Your Federal Contract Award – Part 1: Failing to Secure Your Key Person Supply Chain”

Real Estate Financing in the Healthcare Space: Keep Your Eye on the Ball

Merle M. DeLancey Jr. and Ryan C. Craig*

Over the past couple of months, there have been two important developments that could affect a lender’s decision whether to finance real estate transactions involving entities and individuals in the healthcare field.

Advisory Opinion No. 19-05 (Purchasing Real Estate from an Excluded Party)

In September 2019, the Department of Health and Human Services Office of Inspector General (“HHS OIG” or “OIG”) issued an advisory opinion regarding the proposed purchase of real estate from a company owned and managed, in part, by an excluded individual. The Proposed Arrangement involved a community health center that receives Federal grant funding and owns and operates community health centers enrolled in the Medicare program (“Health Center”). The Health Center sought to purchase the real estate on which one of its community health centers is located. The Company from which the Health Center sought to purchase the property is owned and managed, in part, by an individual who was excluded from participation in all Federal healthcare programs by HHS OIG (“Excluded Person”). Continue reading “Real Estate Financing in the Healthcare Space: Keep Your Eye on the Ball”

Helping Get Deals Done: 10 Tips to Assess Rep and Warranty Insurance Language in Government Services M&A Transactions

Justin A. Chiarodo and James S. Carter

Representations and Warranties (“R&W”) insurance has burst into the market in the last five years and now plays a key role in mergers and acquisitions (“M&A”) involving government contractors. Both private equity and strategic buyers use R&W insurance to improve their competitive position, and sellers benefit by avoiding escrows and holdbacks. In short, it can help get deals done. R&W insurance continues to evolve, and government contracts deals present unique challenges.

Below we discuss the basic aspects of this important insurance product and provide 10 tips for potential R&W policyholders to consider when evaluating policies. Continue reading “Helping Get Deals Done: 10 Tips to Assess Rep and Warranty Insurance Language in Government Services M&A Transactions”