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- Home
- Practices and Industries
- Regulatory and Public Policy
- Government Contracts
- Government Contracts Transactions
Covington’s Government Contracts practice is one of the largest in the country and features a team of lawyers who focus on the special considerations impacting mergers, acquisitions, spin-offs, joint venture formations, and other corporate transactions in the highly regulated government contracts industry. Our team has particular expertise in deals involving private equity. In the past five years, we have handled over 200 government contracts M&A transactions, with a total value of over $35 billion.
With years of experience handling the regulatory aspects of M&A and other corporate transactions involving companies that sell products or services to government customers, we bring to bear both the underlying regulatory expertise and the practical know-how for how similarly situated deals are playing out in the market.
Our government contracts lawyers have a wealth of experience conducting classified and unclassified due diligence, advising on regulatory consents and other approvals, negotiating regulatory aspects of transaction documents, and securing novation approval. We routinely work in collaboration with corporate lawyers from Covington and other firms to identify and manage regulatory risk and to help facilitate a smooth transaction.
Who We Help
Our clients include major defense contractors, small to midsize businesses, private equity firms and private equity-backed companies, and other financial investors. Our work covers a wide range of industries, from aerospace, defense, and national security to technology, telecommunications, energy, life sciences, and industrials.
Government Contracts Expertise
Corporate transactions involving a company operating in this sector—which faces significant government scrutiny—introduce specialized regulatory considerations that can have significant impacts on transactions. They can affect valuation, transaction structure, and deal execution, raising a number of questions that often include:
- Does the transaction require government consents or other approvals, such as contract novation or CFIUS review?
- Will the transaction require FOCI mitigation?
- What rights does the government have in the target’s intellectual property?
- How should government contracts with specialized termination provisions be valued?
- Is there a potential for significant audit liability that predates an acquisition?
Transactional and Private Equity Experience
We have a team of lawyers who are not only focused on government contracts but also on government contracts M&A and other transactions.
Having represented clients across hundreds of transactions in the industry, our team understands how to translate regulatory considerations into actionable deal negotiation points, and we often have perspective on how comparable transactions in the market have been successfully brought to closing. We are routinely called upon to work alongside corporate lawyers from other firms that do not have government contracts expertise.
Collaborative Covington Team
Many corporate transactions involving government contractors implicate a wide range of regulatory risks, including those relating to CFIUS, security clearances, data privacy and cybersecurity, anti-corruption, trade controls and customs, and labor and employment. We regularly work with colleagues across our leading regulatory practices as well as our corporate practice to put together a robust and efficient diligence team that is scaled to address the needs of the specific transaction.
Amentum's Acquisition of DynCorp International
Represented defense contractor Amentum in its acquisition of DynCorp International, an aviation and logistics support services contractor. We handled government contracts, national security, cybersecurity, trade controls, anti-corruption, and employment matters for Amentum.
HP Enterprise's Acquisition of Cray
Represented Hewlett Packard Enterprise in its $1.3 billion acquisition of Cray, a supercomputer manufacturer. We handled government contracts, intellectual property, technology transactions, trade controls, data privacy, anti-corruption, and employment matters for HP Enterprise.
Veritas Capital’s Creation of Peraton
Represented private equity firm Veritas Capital during its $690 million acquisition of Harris Corporation’s government IT services business, now known as Peraton. We handled government contracts and national security matters for Veritas Capital.
Honeywell’s Sale of HTSI to KBR
Represented Honeywell International during the sale of Honeywell Technology Solutions, Inc. (HTSI), a leading professional, technical, and mission support services contractor, to KBR for $266 million. We handled government contracts matters for Honeywell.
Vencore and KeyPoint’s Combination to Form Perspecta
Represented government contractors Vencore and KeyPoint Government Solutions and their private equity owner Veritas Capital in their combination with the U.S. Public Sector business of DXC Technology to form Perspecta. We handled government contracts matters for Vencore, KeyPoint, and Veritas.
SafeNet’s Sale of its Government Business to Raytheon
Represented data security firm SafeNet during the sale of its encrypted communications business to Raytheon. We handled government contracts, national security, and trade controls matters for SafeNet.
Peraton's Acquisition of Solers
Represented Peraton as regulatory counsel in its acquisition of Solers, Inc., a software development and systems integration provider. We handled government contracts, national security, and cybersecurity matters for Peraton.
CPI's Acquisition of GD SATCOM
Represented Communications & Power Industries (CPI) during its acquisition of the satellite communications antenna business of General Dynamics. We handled government contracts and communications regulatory matters for CPI.
Cambium's Acquisition of AIR Assessment
Represented Cambium Learning Group during its acquisition of the student assessment division of the American Institutes for Research. We handled government contracts and other regulatory matters for Cambium.
SRI's Sale to Peraton
Represented Strategic Resources International (SRI) during its sale to Peraton. We handled all aspects of this transaction for SRI.
Elbit Systems of America Acquisition
Represented Elbit Systems of America in its $350 million acquisition of Harris Night Vision.
Veritas Capital’s Investment in Alion Science & Technology
Represented private equity firm Veritas Capital during its acquisition of Alion Science & Technology Corporation, a leading provider of engineering services to the Department of Defense. We handled government contracts, trade controls, and national industrial security due diligence.
Financing of a Cleared Contractor
Advised a publicly-traded investment company on government contracts and national industrial security matters related to a debt financing arrangement involving a contractor with significant classified operations.
Sale of ThreatGRID to Cisco
Represented ThreatGRID, Inc. during its sale to Cisco Systems, Inc. We handled all aspects of this transaction for ThreatGRID.
Verscend’s Combination with Cotiviti
Represented Verscend Technologies during its $4.9 billion acquisition of Cotiviti and subsequent rebranding as Cotiviti. We handled government contracts matters for Verscend.
Alion's Sale of Naval Systems Unit to Serco
Represented Alion Science and Technology as regulatory counsel in its sale of its naval services unit to Serco Inc. We handled government contracts, national security, CFIUS, and trade controls matters for Alion.
Tower Three’s Acquisition of NTS
Represented private equity firm Tower Three Partners during its acquisition of NTS, a regional provider of broadband and other communications services in Texas. We handled communications, government contracts, and federal assistance matters for Tower Three.
Verscend’s Acquisition of a GDIT Business
Represented Verscend Technologies in its acquisition of General Dynamics IT’s commercial health insurance payer-focused products. We handled government contracts matters for Verscend.
Lindsay Goldberg’s Investment in ECS Federal
Represented private equity firm Lindsay Goldberg during its investment in government services contractor ECS Federal. We handled government contracts, national security, trade controls, and anti-corruption matters for Lindsay Goldberg..
HAECO's Acquisition of TIMCO Aviation
Represented Hong Kong Aircraft and Engineering Co. (HAECO) during its $388.8 million acquisition of TIMCO Aviation, a global provider of aviation maintenance, repair, and overhaul services. We handled CFIUS and government contracts matters for HAECO.
Utility Privatization for the Military
Represented contractors in negotiating and administering contracts to design, build, finance, own, and operate energy and water and wastewater facilities on U.S. military bases, leaving the military to perform its core functions.
Alion's Acquisition of MacAulay-Brown
Represented Alion Science and Technology during its acquisition of MacAulay-Brown. We handled government contracts, national security, cybersecurity, trade controls, and anticorruption matters for Alion.
Lindsay Goldberg's Transformation of PAE
Represented private equity firm Lindsay Goldberg and PAE as regulatory counsel in six different M&A transactions that have grown PAE to a defense contractor with annual revenue in excess of $2 billion. Our work began in 2011 with Lindsay Goldberg’s acquisition of PAE from Lockheed Martin, and continued through to PAE’s acquisitions of Defense Support Services, CSC’s Applied Technology Division, USIS’s Global Security and Solutions Business, and A-T Solutions and to Lindsay Goldberg’s 2016 sale of PAE to Platinum Equity. Our work in each of these deals has included government contracts, national security, trade controls, and anti-corruption due diligence and advice on transaction structuring, and regulatory approvals.
Sale of CVG to Integral Systems
Represented satellite communications systems provider CVG, Inc. in its sale to Integral Systems, Inc. We handled all aspects of this transaction for CVG.
Magellan’s Acquisition of AFSC
Represented Magellan Health during its $117.5 million acquisition of Armed Forces Services Corporation (AFSC), a provider of behavioral health and specialty services to the Department of Defense and other U.S. government agencies. We handled government contracts and national security matters for Magellan.
Pohlad Family’s Acquisition of PaR Systems
Represented the Minnesota-based Pohlad family during its acquisition of PaR Systems, a leading provider of integrated robotic automation and specialized material handling solutions. We handled government contracts matters for the Pohlad family.
Snow Phipps’ Creation of Acentia
Represented private equity firm Snow Phipps during its creation of IT services contractor Acentia, starting with the acquisition of ITSolutions and following with the add-ons of NetStar-1 and 2020 Company. We handled all aspects of these transactions.
October 30, 2020
WASHINGTON—Covington represented GovernmentCIO, LLC, a leading provider of high-end technology and digital solutions to the Federal Health IT Services market, in its sale to Welsh, Carson, Anderson & Stowe. GovCIO is a rapidly growing provider of advanced technology solutions and digital services to the federal government. In the 10 years since its founding, ...
September 25, 2020
WASHINGTON—Covington represented leading defense contractor Amentum on government contracts and other regulatory matters in its just-announced deal to acquire DynCorp International, a worldwide leader in aviation and logistics support service. Together, the two companies will create one of the largest providers of mission critical support services. The ...
Covington Assists Veritas Capital with $5 Billion Acquisition of DXC’s Health and Human Services Business
March 10, 2020
WASHINGTON—Covington is assisting Veritas Capital with its acquisition of DXC Technology’s U.S. State and Local Health and Human Services business in a deal valued at $5 billion. The transaction is expected to close no later than December 2020, subject to the satisfaction of customary closing conditions. DXC Technology’s U.S. State and Local Health and Human ...
Seven Covington Lawyers Named Law360 MVPs
November 22, 2019
WASHINGTON—Law360 has named seven Covington lawyers as MVPs, third most among all firms, in their respective practice areas. The awards single out lawyers from across numerous practice areas based on their success in high-stakes litigation, complex global matters, and record-breaking deals. The Covington lawyers recognized as Law360 MVPs are: Thomas ...
August 7, 2019
WASHINGTON—Covington’s Government Contracts and Communications regulatory practices are representing Communications & Power Industries LLC (CPI) in its recently announced deal to acquire SATCOM Technologies, the antenna systems business of General Dynamics Mission Systems, Inc., a business unit of General Dynamics. SATCOM Technologies designs, manufactures and ...
April 5, 2019
WASHINGTON—Covington advised Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd., in its definitive agreement with Harris Corporation for the acquisition of Harris' Night Vision business for a purchase price of $350 million. The closing of the transaction is subject to receipt of regulatory approvals. Elbit Systems Ltd. is an international high ...
July 30, 2018
SILICON VALLEY—Covington advised GlaxoSmithKline on its multi-year collaboration with and $300 million equity investment in 23andMe. GSK will become 23andMe’s exclusive collaborator for drug target discovery programs. The collaboration will focus on research and development of innovative new medicines and potential cures using human genetics as the basis for ...
May 1, 2018
WASHINGTON—Covington advised Elbit Systems Ltd. in its $120 million acquisition of the assets and operations of the privately owned U.S. company, Universal Avionics Systems. Elbit Systems is an international high technology company engaged in a wide range of defense, homeland security, and commercial programs throughout the world. Universal Avionics is a ...
Beyond Diligence: The Role of Government Contracts Counsel in Mergers and Acquisitions
March 14, 2018, ABA Section of Public Contract Law - 24th Annual Federal Procurement Institute
Navigating Protest Risk in an M&A Environment
October 17, 2017, Joint Meeting of the Bid Protest & Merger and Acquisition Committees of the ABA Section of Public Contract Law
July 12, 2016, BNA's Federal Contracts Report
April 13, 2016, National Defense
Scott Freling is quoted in this National Defense article exploring the DOJ and FTC joint statement on preserving competition in the defense industry. According to Freling, the interagency truce should “provide some comfort” to defense contractors that mergers and acquisitions can go forward, albeit “under the right circumstances.” Brown adds, the statement ...
Covington’s Scott Freling Named “Rising Star”
April 8, 2015
WASHINGTON, DC, April 8, 2015 — Law360 has named Covington & Burling’s Scott Freling a recipient of its “Rising Star” award in the government contracts category. The award honors lawyers under the age of 40 whose “legal accomplishments belie their age.” In its profile of Mr. Freling, Law360 wrote that he is “one of today’s go-to experts in the mergers and ...
4/23/2012
NEW YORK, April 23, 2012 — Covington & Burling represented Thomson Reuters in a definitive agreement to sell its Healthcare business to an affiliate of Veritas Capital for $1.25 billion in cash. The sale, expected to close in the next few months, is subject to regulatory approval and customary closing conditions, including the expiration or termination of ...
January 3, 2012, Covington E-Alert
July 16, 2009
NEW YORK, NY, July 16, 2009 — Snow Phipps Group, LLC, a private equity firm, announced on July 7 that it had completed the acquisition of ITS Holding Company (ITSolutions), a leading information technology services provider to US government civilian, national security, and intelligence agencies, along with Mr. Stefan Lalos, co-founder and CEO of ITSolutions. ...
- Law360, Government Contracts Group of the Year (2015, 2017-2019)
- Scott Freling was recognized by Law360 as a Government Contracts "Rising Star" (2015).