Mergers & Acquisitions

Miles & Stockbridge represented a building services client in its acquisition of a New England-based environmental systems company, expanding the client's energy and sustainability platform. The deal closed within 45 days of first sending transaction documents, addressed environmental issues at an adjacent property and used a “bolt-on” representations-and-warranties insurance product tailored to private-equity roll-up platforms.

Miles & Stockbridge represented a data center cooling solutions manufacturer in its sale to a full-service HVAC provider. The transaction — which closed in just nine weeks from letter of intent — required broad cross-disciplinary expertise including tax, real estate, antitrust, employee benefits, employment and intellectual property. The buyer was represented by counsel from a major national firm.

Miles & Stockbridge represented a facilities services company in its acquisition of a provider of planning, design and build services for government agencies and contractors operating in mission-critical facilities across the Washington region.

Represented a cybersecurity and IT services provider serving credit unions and nonprofits in its acquisition by an IT services platform managed by a private equity firm for consideration of up to $30 million. The transaction included cash, rollover equity, an earnout and employment agreements, with workstreams covering corporate, tax, benefits (including a phantom equity plan), labor and employment and privacy/CUSO matters.

Miles & Stockbridge represented a distributor of electrical parts, lighting products and commercial shading solutions in a part-sale, part-rollover transaction with a private equity sponsor utilizing representations and warranties insurance, which required additional scrutiny of the seller’s diligence profile. The team navigated and resolved extensive diligence obstacles, including state sales and use tax exposures and employee benefits issues. They significantly reduced the buyer’s proposed client-transition holdback, negotiating a clean exit for two retiring partners and obtained favorable rollover equity and governance terms for the continuing partners.

Advised Compu Dynamics Modular, which delivers turnkey, factory-fabricated modular data centers that arrive pre-engineered and ready for rapid deployment, on acquiring a majority ownership interest in a manufacturing company.

Advised Power Solutions, a leading Mid-Atlantic electrical contractor focused on data center construction, in its $2 billion sale to Dycom Industries, Inc. (NYSE: DY), a publicly traded national provider of specialty contracting services for digital infrastructure. Working on an accelerated timeline, the firm led a fully integrated, multidisciplinary team that guided Power Solutions through all aspects of the transaction, including M&A, tax structuring, financing, employment matters, and regulatory filings, helping the company achieve a landmark exit in a highly competitive and rapidly evolving market. The transaction strengthened Dycom’s data center platform by combining its fiber expertise with Power Solutions’ established leadership in electrical construction, reflecting Miles & Stockbridge’s deep experience advising clients on complex, high-value transactions in the data center and digital infrastructure space.  

Served as lead counsel to a regional skilled nursing facility owner and operator for nearly a decade, advising on the full lifecycle of its portfolio — from initial growth through strategic divestiture. Our representation began when the client owned approximately four facilities and expanded to include a 22-facility portfolio across three states. Notable transactions included: (1) The stand-alone acquisition of a 450+ bed skilled nursing facility, which also included a limited number of state-licensed CCRC and assisted living units; (2) A five-facility portfolio transaction involving a strategic partnership with a REIT. The REIT acquired the real estate, while our client entered into a long-term, multi-site ground lease and continued to manage and operate the facilities; (3) A separate five-facility acquisition, financed through a Canadian private equity investor, featuring a complex preferred equity structure with management kick-out rights, liquidation preferences, and other negotiated protections; and (4) The sale of the entire 22-facility portfolio through four distinct transactions: a 14-facility owned portfolio sale, a five-facility leasehold portfolio transaction, and three individual facility sales. In addition to our role as transactional counsel in the deals above, we acted as outside general counsel to the client, advising on employment matters, executive compensation, debt and equity financings, union negotiations, and contract matters, while overseeing local regulatory specialists in multiple jurisdictions.

Counsel to Sev1Tech, LLC, a leading provider of IT modernization, cybersecurity and cloud services to both federal and commercial customers, attendant to its acquisition of Geocent LLC, an innovator in DevSecOps and engineering services, supporting critical missions across agencies.

Counsel to GSE Systems, Inc. (NASDAQ: GVP), a developer of high-fidelity simulation systems and provider of training and consulting solutions to the nuclear power industry, for its acquisitions of Absolute Consulting Inc., a provider of technical consulting and staffing solutions to the power industry, True North Consulting LLC, a provider of specialty engineering services to the nuclear power industry, and DP Engineering Ltd., a specialized provider of engineering services and solutions to the nuclear power industry.

Sale of Flywheel Digital, a digital marketing company specializing in the marketing and sale of consumer products on Amazon.com, in its sale to Ascential PLC (LSE: ASCL).

Counsel to Sylvan Learning, a global tutoring company and franchisor, with respect to its sale to Franchise Group Inc. (NASDAQ: FRG).

Acquisition of Medical Technologies of Georgia, LLC, a catheter manufacturer specializing in products for paraplegics and those with limited dexterity, by HR Pharmaceuticals Inc., a healthcare consumables developer, manufacturer, and supplier.

Sale of Entegra Systems LLC, a provider of cyber technology solutions in support of defense, intelligence, and national security missions, to Acclaim Technical Services, LLC, a Blue Delta Capital Partners backed company.

Sale of e-commerce/Amazon brand to venture-backed acquirer of Amazon brands.

Sale of Sayres and Associates Corporation, a provider of acquisition, engineering, operations, training, war gaming, and security support services to various government customers, to Viking35, LLC, a portfolio company of Broadtree Partners.

Acquisition of Bridges Consulting, Inc., a provider of cyber security, network engineering and big data analytics to the Intelligence Community, by Applied Insight Holdings LLC, a portfolio company of The Acacia Group.

Acquisition of a publicly-traded confidential seller’s CIO-SP3 business unit and related assets by Ad Hoc, LLC.

Represented Axiologic Solutions, LLC in connection with its acquisition of Knowledge Link, Inc., a provider of financial, technology and program management services in classified federal government environments.

Sale of Fortego LLC, a provider of advanced signals intelligence (SIGINT) and end-to-end solutions in cyber analytics, vulnerability research and computer network operations (CNO) engineering, to BlueHalo, a portfolio company of Arlington Capital Partners.

Sale of Base2, LLC, a company specializing in the design and development of cutting-edge cyber solutions across the domains of computer network operations (CNO), signals intelligence (SIGINT)and quick reaction capability, to BlueHalo, a portfolio company of Arlington Capital Partners.

Sale of BlackBox Biometrics, Inc., a market leader in wearable blast overpressure measurement sensors for the military and first responders, to AirBoss Defense Group, a division of AirBoss of America Corp. (BOS: CA).

Sale of Carbiz Inc. to EchoPark, a division of Sonic Automotive, Inc. (NYSE: SAH).

Sale of C2S Consulting Group, LLC, a pure-play, full spectrum cloud solutions provider to the Intelligence Community, to Smartronix, LLC, a portfolio company of OceanSound Partners.

 Sale of METIS Solutions LLC, a portfolio company of Blue Delta Capital Partners, to Pacific Architects and Engineers, LLC (NASDAQ: PAE) for $92 million.

Representation of engineering and IT infrastructure, data analysis and systems engineering solutions and services serving the U.S. intelligence community and Department of Defense in a part sale/part rollover to a private equity firm specializing in aerospace, defense and government services

Representation of a business engaged in systems engineering and solutions in the missile defense, space and intelligence markets in a merger with a portfolio company of a private equity group

Representation of a multi-office medical-specialty practice and ambulatory care center in a part sale/part rollover with a national portfolio company of a private equity firm

Represented a provider of cloud security and governance systems in $145 million sale to a publicly-traded company.

Sale of WaveStrike LLC, a software engineering, data analytics and technology solutions provider to the U.S. Intelligence Community, to Novetta Solutions, LLC, a portfolio company of The Carlyle Group.

Recapitalization of an undisclosed provider of software and systems engineering services to U.S. government agencies, in conjunction with Blue Delta Capital Partners and Truist.

Represented METIS Solutions, LLC in its acquisition of Pluribus International Corporation, a provider of specialized intelligence services to the U.S. Intelligence Community and national security clients.

Represented The Column Group US LLC, a portfolio company of The Acacia Group, in connection with multiple acquisitions, including its acquisition of Highmetric LLC, Vorto Ltd. and TradeHelm, Inc.

Sale of APEX Expert Solutions, LLC, a provider of data fusion for U.S. special operation forces, to SAP National Security Services (SAP NS2). 

Sale of BrainTrust Holdings, LLC, a provider of systems engineering, software and cloud services, and machine learning to U.S. defense and intelligence agencies, to EverWatch Corporation, a portfolio company of Enlightenment Capital.

Represented a strategic acquirer in its acquisition of a multi-national IT management and technology solutions provider. Detailed analysis and tax planning were provided to implement a complex tax-efficient acquisition structure, which included advice and planning to minimize post-acquisition U.S. tax on multinational operations. Worked in consultation with local counsel in Canada, India, and the U.K. in order minimize stamp and duty taxes, to provide tax related due diligence and risk assessment support, and to negotiate tax provisions of agreement.

We represented Encapsys LLC in its $208 million acquisition of the Encapsys microencapsulation division of Appvion, Inc.  The Encapsys business had 2014 revenues of over $61 million and employs approximately 90 people at offices and research labs in Appleton, Wisconsin and at a manufacturing plant in Portage, Wisconsin. Terms of the sale included a long-term supply agreement whereby Encapsys LLC will continue to produce and sell microcapsules to Appvion for use in its carbonless paper products. The newly formed acquirer was sponsored by Sherman Capital Holdings LLC, a private investment firm based in Baltimore.

We represented Cypress Performance Group in its $700 million acquisition of IPS Corporation from funds sponsored by Nautic Partners, LLC. Cypress Performance Group is affiliated with Sherman Capital Holdings, LLC, a private investment firm based in Baltimore. IPS is a global manufacturer of specialized, highly engineered industrial products serving diverse industrial, commercial, and residential end markets.  IPS will operate in conjunction with Cypress Performance Group’s portfolio company, Encapsys, LLC, a manufacturer of microencapsulation materials based in Appleton, Wisconsin.

Representation of a hospital system with respect to acquisition of an Accountable Care Organization.

Acquisition of Southern Cross Engineering by Entegra Systems LLC.

Affiliation of a Montgomery County community hospital with a Maryland/D.C. based multi-hospital system.

Affiliation of a Southern Maryland community hospital with a Maryland/D.C. based multi-hospital system.

Completed a hospital’s acquisition of an accountable care organization (ACO) from a publicly owned company operating ACOs throughout the country.

Management-led recapitalization of a government contractor providing acquisition program management capabilities to the Federal government.

Merger of Aquilent, a provider of digital, agile, DevOps and cloud capabilities for the Federal government, to Booz Allen Hamilton (NYSE: BAH) for $250 million.

Advised on a multi-billion dollar "merger of equals" between two leading aerospace and defense contractors.

A Miles & Stockbridge team served as sell-side counsel for the sale of a 50-percent interest in a leader in prosthetic technology and personalized amputee care to an Icelandic-based company that develops, manufactures and sells orthopedics equipment. The deal involved sophisticated government contracts issues and tax restructuring.

Represented Applied Insight Holdings, LLC, a cyber, DevOps and data analytics provider to the Intelligence Community and portfolio company of The Acacia Group, in connection with multiple acquisitions, including its acquisition of Intelligent Decisions, LLC, Applied Technology Group, LLC, Organizational Strategies, LLC and Stratus Solutions, LLC and Digital Age Experts, LLC.

Represented shareholders of Praxis Engineering Holdings, Inc. in connection with the sale of Praxis to CSRA Inc. (NYSE: CSRA) for $235 million.

Represented fifty-percent owner in contested acquisition of Information Management Services, Inc., a leading provider of customized support to government and commercial organizations engaged in biomedical research, supervised by a court-appointed custodian in the Delaware Court of Chancery.