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.

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.