M&A Dealmaker Perspectives on Transaction Structure and Value

Strategically Speaking with Dean Nordlinger

Blank Rome-Hosted On-Demand Webinar

Blank Rome is proud to announce the third session of our new on-demand webinar series, Strategically Speaking, hosted by Dean Nordlinger, a partner in our Corporate practice, who talks to a variety of seasoned professionals and subject matter experts about critical and challenging issues that companies (and business owners) are facing throughout their life cycle. This insightful series will provide strategic and tactical pointers that can be used to shape and improve corporate goals and initiatives.

In this helpful third session, host Dean Nordlinger talks with featured guests Mitchell Martin of The McLean Group and Scott Brezler of Dixon Hughes Goodman LLP about the key issues that arise in mergers and acquisitions (“M&A”) transactions involving government contracts (“govcon”) firms. Martin has held a number of financial advisory positions with leading investment banks focused on M&A for logistics and defense and government services companies, and is currently the co-head of The McLean Group’s M&A practice, as well as its Defense, Government & Intelligence (“DGI”) practice. Brezler currently heads the Government Contracting practice for Dixon Hughes Goodman LLP and previously served as chairman of the Small and Emerging Contractors Advisory Forum.


  • A high-level overview of M&A:
    • A seller’s perspective on an M&A transaction;
    • A buyer’s perspective on an M&A transaction;
    • The reality of the M&A process:
      • Time, resources, and money; and
      • Deep scrutiny of a seller.
  • A high-level overview of purchase price (and tracking the value):
    • Identifying and understanding the purchase price component parts;
    • Breaking down the component parts and transaction terms to track value;
    • What a seller gets at closing vs what remains “at risk” post-closing; and
    • What’s the impact of each item/issue on an aggregated basis.
  • Structuring the purchase price:
    • Use of and recent trends in earnouts and impact on value; and
    • Use of and recent trends in rollover equity on value.
  • The impact of acquisition/tax structuring on purchase price and value:
    • GovCon regulations impact on acquisition structure;
    • Acquisition structure impact on transaction value to seller; and
    • Acquisition structure impact on transaction value to buyer. 
  • Weaponizing working capital:
    • Net working capital and impact on overall deal value;
    • Negotiation of working capital (in the letter of intent); and
    • Things sellers do to their advantage, things sellers do to their detriment.
  • Importance of employee incentive plans & retention:
    • “Key employees” as a buyer condition to closing;
    • Negotiation of key employee retention bonuses:
      • Cooperation between buyer and seller on what it should be;
      • Does the seller have any preexisting retention in place;
      • Who bears the burden vs. benefit; and
    • Buyer redirect of purchase price to use as retention bonuses for key employees.

To watch the webinar, please go to webinar registration page.

  • Session IV: Growth Equity, Valuation and M&A with Featured Guests Geoff Hart, Executive Director, JP Morgan Chase, Brandon Ross, Wealth Advisor, JP Morgan Chase, and Ken DiCairano, Executive Director, Private Business Advisory, J.P. Morgan Private Bank Advice Lab
  • Session V: Employee Incentive Plans to Recruit, Retain and Reward Talent for Growth with Featured Guest John Keenan, Senior Partner, Signature Estate & Investment Advisors LLC

 …and more to come!


QUESTIONS? Contact Bradley Mease via e-mail.