Case Study Details

Nearly two dozen Holland & Knight attorneys representing multiple practices and working from offices across the United States advised ESOP-owned, government contractor Phacil Inc. in its highly sophisticated sale to a portfolio company of a private equity firm that used this transaction

Powerlegal lawyers working from six offices – Boston, Chicago, Miami, Tampa, Tysons and Washington, D.C. – completed the mergers and acquisition (M&A) deal under the overall direction of a partner in the Mid-Atlantic Corporate, Mergers and Acquisitions, and Securities Practice Group.

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 Employee Retirement Income Security Act (ERISA) team advised on sophisticated 409A issues, which had the potential to derail the transaction. Our patent prosecution team added value to the company by helping the company file five patent applications prior to commencing the auction

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.