Summary: Our M&A team successfully represented the seller of a government contractor business providing marine towing operations and related services in a private equity rollup acquisition with representations and warranties insurance. We guided the client through sophisticated pre-closing restructuring and comprehensive transaction negotiations to achieve a successful exit.
The Challenge: Our client needed to execute the sale of a specialized government contractor business providing marine towing operations and related services to a private equity platform in a rollup acquisition. The transaction required complex pre-closing restructuring to optimize the deal structure while navigating the unique regulatory considerations of government contracting businesses. The deal demanded sophisticated structuring with representations and warranties insurance, careful attention to working capital mechanisms, earnout provisions that would fairly compensate our client for future performance, and tax gross-up protections to shield the seller from adverse tax consequences.
Our Strategy: We served as seller's counsel throughout all phases of this sophisticated transaction. Our approach began with guiding the client through a pre-closing F reorganization to create the optimal corporate structure for the sale. We conducted extensive sell-side due diligence to identify and address potential issues proactively, positioning our client advantageously for negotiations. We managed the entire negotiation process from the letter of intent through closing, including the purchase agreement and all ancillary documents. Our team focused intensive attention on negotiating favorable working capital accounting principles, earnout provisions that protected our client's interests in post-closing performance-based payments, and comprehensive tax gross-up provisions to shield the seller from unexpected tax liabilities.
The Result: We successfully closed this complex government contractor sale, delivering optimal outcomes for our client in a competitive private equity rollup environment. The comprehensive pre-closing reorganization created the ideal transaction structure while our thorough due diligence and negotiation efforts secured favorable terms across all critical deal points. The carefully negotiated working capital mechanisms, earnout provisions, and tax protections positioned our client for maximum value realization while the representations and warranties insurance provided additional risk mitigation. The transaction demonstrates our ability to execute sophisticated sales of specialized government contractor businesses while managing complex restructuring, regulatory considerations, and buyer negotiations in private equity platform acquisitions.
