Mergers & Acquisitions

Join Bass, Berry & Sims attorneys and leading industry dealmakers for a series of lively panel discussions focused on the nuts and bolts of executing a buy- or sell-side deal in a post-pandemic environment. Each discussion in this series will focus on industry-specific guidance, including food and beverage, retail and healthcare, among others. The June 24 installment of the series will focus on the government contracts services industry.

With social distancing and travel limitations, regulatory changes and approvals, COVID-19-specific diligence, and financing considerations top of mind, our panelists from within the government contracts industry will share their experiences and perspectives on what deal professionals should consider in a new and evolving market.Continue Reading COVID-19 M&A Environment Dealmaker Perspectives Webinar Series: Government Contracts Dealmaker Perspectives

We recently wrote an article in Bloomberg Law discussing the impact mergers, acquisitions, spin-offs, and restructuring transactions can have on pending bids for government contracts. The article overviews recent bid protest decisions and provides practical guidance on diligence, deal timing and communications with government customers regarding transactions.

The effect of transactions on pending government contract bids is largely governed by the Anti-Assignment Act, which generally prohibits the transfer of a government contract to another party without a government waiver or post-closing novation. “However, transfers ‘incident to the sale of an entire business or sale of an entire portion of a business,’ i.e., transfers occurring ‘by operation of law’ are excepted from the statute,” we clarified in the article.

When evaluating whether a transaction will materially affect a bidder’s ability to perform the contract, we recommend that parties to the transaction consider the following:Continue Reading How Transactions Involving Government Contractors Can Impact Pending Bids

Please join the Bass, Berry & Sims Government Contracts & International Trade attorneys as they continue a series of complimentary briefings via webinar that will serve as an extension of our GovCon & Trade Blog and feature timely and practical guidance on key topics of interest.

The next GovCon & Trade briefing, hosted by Bass,…

The GovCon 2020 Small Business Summit will take place in less than two months in Tampa. Todd Overman will be a panelist with industry representatives discussing the importance of the Contractor Performance Assessment Reporting System (CPARS) for growing companies, and Richard Arnholt will moderate a panel with several mid-tier firm representatives on the use joint…

Don't miss the presentation: The Current State of M&A at AMIS Summit 2019’s Government Contract Industry Forum.

I’m very pleased to share that I will be presenting at the JAMIS Summit 2019’s Government Contract Industry Forum. My presentation will focus on the current state of M&A within the industry.

The JAMIS Summit gathers experts within the finance/accounting, program/project management, purchasing, business development, human resources, and executive leadership arenas to network, learn and exchange insight on current trends and industry knowledge.Continue Reading The Current State of M&A in the Government Contract Industry

Conditioned Agreements to Negotiate (CAN)

When acquiring or selling small businesses, government contractors need to be cognizant of the Small Business Administration’s (SBA) “present effect rule.” Under this rule, SBA will find that certain letters of intent (LOI) or other agreements to merge have a “present effect” on the buyer’s ability to control the small business seller. Numerous decisions by the SBA’s Office of Hearings and Appeals (OHA) have discussed the acceptable parameters of LOIs.

In a recent decision, OHA further refined the elements considered in the determination of whether an LOI amounts to an “agreement in principle.”
Continue Reading You “CAN” Avoid Affiliation in Negotiating an Acquisition

Our attorneys will be participating in a panel discussion on unique M&A issues in government contracts. The panel will address key M&A issues, including due diligence, differences in transactions with public and private companies, and solutions to common government contracts issues.

Sylvia Yi will moderate and Todd Overman will be a panelist for this event that will be held at Wiley Rein in Washington, D.C.

EVENT DETAILS:Continue Reading Event: Due Diligence and Unique M&A Issues in Government Contracts

Recently, Bass, Berry & Sims co-hosted (along with investment banking firm Bluestone Capital Partners and accounting firm BDO) a CEO panel discussion on “Building Shareholder Value in the Mid-Tier.”  Panelists included Chris Coleman, CEO of LookingGlass Cyber Solutions. Paul Leslie, CEO of Dovel Technologies. and Julian Setian, CEO of SOS International. Tim Garnett of The Avascent Group delivered a keynote presentation. The focus of the event was to discuss strategies for middle-market government contractors to build value for shareholders.
Continue Reading Growth Strategies for the Middle Tier

On June 23, 2016, the General Services Administration (GSA) released a final rule that will result in the most significant change to the GSA Federal Supply Schedules (FSS) program in the last two decades. 81 FR 41103 (New Rule). The New Rule introduces a transactional data reporting element to the FSS program, effectively replacing the current requirements relating to Commercial Sales Practices (CSP) disclosures and the Price Reduction Clause (PRC).

Under current FSS regulations, contractors are required to submit CSP disclosures with their initial offer for a FSS contract, which includes a broad disclosure of discounts the contractor offers to commercial customers for similar products and services. The CSP disclosures are used to identify a “tracking customer,” which consists of a customer or category of customers that will be tracked to identify pricing discounts to GSA customers. The PRC requires the contractor to monitor its ongoing commercial sales to ensure that the government receives the same price reductions given to the “tracking customer.” Through the New Rule, GSA is replacing the CSP disclosures and PRC requirements with a different method of award monitoring: transactional data reporting.Continue Reading Major Changes to GSA’s Federal Supply Schedules Program

Recent mergers and acquisitions activity among government contractors has been frothy, especially in the government services sector. What has been driving all the activity? Elevated stock prices and readily available credit has certainly accounted for some of it, at least until the recent decline of capital markets at the end of 2015 and thus far in 2016. However, even with the capital markets decline, there are macro trends specific to government services that at least partially counteract the decline of the broader market and cause many in the sector to remain relatively bullish on continued M&A activity.

The most important of these macro trends are contract vehicle consolidation and a shift toward low price-technically acceptable (LPTA) awards. During President Obama’s term, in the name of budgetary concerns, the administration has worked with agencies to reduce the number of federal contracts by consolidating contracts into fewer and larger vehicles. Mid-sized government services players need to grow larger to be able to continue to compete for these larger vehicles. They often seek growth by acquiring other contractors with sought-after, differentiated capabilities and deep customer relationships. Buyers are choosy when it comes to acquisitions, and contract consolidation has made it more difficult to accurately analyze whether a target’s contracts will be eliminated altogether or consolidated into a larger vehicle. This makes valuations a challenge, which helps explain why we see a fair number of earn-outs based on renewals of specific contracts. However, companies with coveted prime positions on full and open contract awards with a good backlog can find themselves highly desired targets.Continue Reading Will M&A in Government Services Continue to Outperform?

From the Bass, Berry & Sims Blog Network
From the Bass, Berry & Sims Blog Network

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