The Government Contracts Group conducted due diligence and advised on a voluntary disclosure issue that arose during the auction process. The change of control involved the sale by the ESOP of 100 percent of the capital stock of Phacil, and the M&A Team structured the transaction as a stock purchase.
The most notable detail about the transactions was that in the days preceding the planned closing, this contained an atypical provision. The private equity buyer realized that one of its portfolio companies owned a right to bid on task orders issued under the Alliant 2 governmentwide acquisition contract.
Because the divestiture involved a U.S. government novation, when it was agreed that Phacil would divest its interest in the GWAC, which was a significant source of revenue and EBITDA for our client, our M&A Team had to devise a clawback mechanism in case the overall, change of control transaction failed to close.
Phacil is a leading diversified software, cybersecurity, systems engineering and managed services provider to the U.S. government. It was acquired by a leading provider of IT, cloud, cyber and infrastructure solutions to the U.S. government. The company provides services primarily to the U.S.