KippsDeSanto & Co. advises BlueWater Federal Solutions, Inc., on its sale to Tetra Tech, Inc.

KippsDeSanto & Co. is pleased to announce the sale of its client, BlueWater Federal Solutions, Inc. (“BlueWater” or the “Company”) to Tetra Tech, Inc. (“Tetra Tech”).

Headquartered in Chantilly, Virginia, BlueWater provides cybersecurity, information technology, systems / network engineering, and program management services to numerous agencies throughout the Federal Government, including the Federal Emergency Management Agency, Department of Energy, and Department of Defense.

BlueWater provides these clients with a variety of high-end IT and mission-oriented services, systems, and solutions that are essential to these agencies’ operations. Over the past decade, the Company’s leadership team and workforce of highly skilled / certified employees have led BlueWater to achieve considerable growth. This growth has been supported by the Company’s ability to understand and address mission challenges while continuing to leverage its technical expertise as a means of expanding its customer footprint.

BlueWater provides Tetra Tech with significant past performance throughout the Federal Government, and is expected to drive continued success by way of leveraging Tetra Tech’s expansive portfolio of contract vehicles and customer reach. BlueWater represents Tetra Tech’s second acquisition of 2020.

We believe this transaction demonstrates several key trends in the government technology M&A market:

• Acquisition priority for companies with high-end technology and analytics capabilities, in addition to well funded DoD-oriented footprint
• Buyers – public company and private equity firms alike – continue to deploy capital via M&A for well-positioned companies, notwithstanding COVID-19 and broader market turbulence
• Strong company fundamentals in terms of prime contracts, scale, performance, and a track-record of growth drive M&A interest and value

 About KippsDeSanto & Co.

KippsDeSanto & Co. is an investment banking firm focused on serving growth-oriented Aerospace / Defense, Government Services and Technology companies. We are focused on delivering exceptional M&A and Financing transaction results to our clients via leveraging our scale, creativity and industry experience. We help market leaders realize their full strategic value. Having advised on over 100 industry transactions, KippsDeSanto is recognized for our analytical rigor, market insight, and broad industry relationships. There’s no substitute for experience.  For more information, visit www.kippsdesanto.com.

Investment Banking products and services are offered through KippsDeSanto & Co., a non-bank subsidiary of Capital One, N.A., a wholly-owned subsidiary of Capital One Financial Corporation, and a member of FINRA and SIPC. Products and services are Not FDIC insured, Not Bank Guaranteed, May Lose Value, Not a Deposit, and Not Insured by Any Federal Government Agency.

Press Release

Tetra Tech Acquires BlueWater Federal Solutions to Broaden High-End Technology Service Offerings

KippsDeSanto & Co. Advises Irving Burton Associates on its sale to DLH Corp

KippsDeSanto & Co. is pleased to announce the sale of its client, Irving Burton Associates (“IBA” or the “Company”), to DLH Holdings Corp. (NASDAQ: DLHC) (“DLH”).
Founded in 1979 and based in Falls Church, VA, IBA is a leading provider of innovative healthcare research, services and solutions to the Defense Health Agency (“DHA”), the Telemedicine & Advanced Technology Research Center (“TATRC”) of the US Army’s Medical Research and Development Command (“USAMRDC”), and other health-focused agencies within the U.S. Department of Defense (“DoD”). IBA maintains a top-secret facility clearance, and its defense contracts provide for a range of health IT services including digital transformation, data analytics, cybersecurity, and artificial intelligence (“AI”).

We believe this transaction illustrates various trends in the government technology M&A environment:

• Strong strategic buyer interest in well-positioned, targets providing high priority support to health-related Federal customers
• Demand for companies with embedded positions and long-term relationships on key programs within well-funded customers
• Buyers continue to place emphasis on targets with larger, prime, full and open contracts

 About KippsDeSanto & Co.

KippsDeSanto & Co. is an investment banking firm focused on serving growth-oriented Aerospace / Defense, Government Services and Technology companies. We are focused on delivering exceptional M&A and Financing transaction results to our clients via leveraging our scale, creativity and industry experience. We help market leaders realize their full strategic value. Having advised on over 100 industry transactions, KippsDeSanto is recognized for our analytical rigor, market insight, and broad industry relationships. There’s no substitute for experience.  For more information, visit www.kippsdesanto.com.

Investment Banking products and services are offered through KippsDeSanto & Co., a non-bank subsidiary of Capital One, N.A., a wholly-owned subsidiary of Capital One Financial Corporation, and a member of FINRA and SIPC. Products and services are Not FDIC insured, Not Bank Guaranteed, May Lose Value, Not a Deposit, and Not Insured by Any Federal Government Agency.

Press Release

DLH Acquires IBA to Bolster its DoD Health Technology Capabilities

Atlanta, Georgia – October 1, 2020

DLH Holdings Corp. (NASDAQ: DLHC) (“DLH” or the “Company”), a leading provider of innovative healthcare research, services and solutions to the federal government, today announced that it has acquired privately-held Irving Burton Associates, LLC (“IBA”) of Falls Church, Virginia. The firm, with approximately 115 employees, provides research, systems development, and other technology-enabled solutions to the Defense Health Agency (“DHA”), the Telemedicine & Advanced Technology Research Center (“TATRC”) of the US Army’s Medical Research and Development Command (“USAMRDC”), and other agencies within the U.S. Department of Defense (“DoD”). IBA maintains a top-secret facility clearance, and its defense contracts provide for a range of health IT services including digital transformation, data analytics, cybersecurity, and artificial intelligence (“AI”).

IBA was purchased for $32.0 million in cash, or $26.5 million net of transaction-related tax benefits worth approximately $5.5 million on a net present value basis. DLH estimates that IBA will contribute annualized revenue of approximately $25 million to the Company going forward, and the firm’s backlog was approximately $143 million at closing. IBA will be a wholly owned subsidiary of DLH Holdings Corp. and a part of DLH’s Mission Services & Solutions operating unit led by Helene Fisher (former US Army Signal Corps). IBA’s current president, Mary Dowdall, will remain with DLH in leadership of the IBA organization.

“IBA complements our capabilities and enhances our readiness profile for military and other agency business through research, analytics, and advancing technologies,” said Zachary Parker, DLH President & CEO. “For several decades IBA has leveraged its expertise in program management, research and engineering, and health data analytics to expand its business in support of agencies in the Military Health System (MHS). We are confident that IBA will strengthen our growth outlook and bring new opportunities in technology-enabled healthcare solutions. I am proud to have IBA join the DLH family of operations.”

“We believe that DLH is an ideal partner for IBA, from both a business and cultural perspective” added Mary Dowdall, President of Irving Burton Associates. “Our employees will appreciate and embrace the collective spirit, shared objectives, and expanding opportunities that our combined organization will bring. We look forward to aligning our mutual commitment and mission-driven focus to deliver technology-enabled services to federal government agencies.”

DLH financed the acquisition through an amendment to its existing secured credit facility. Borrowing availability was provided by debt prepayments facilitated by the Company’s ongoing cash generation. First National Bank of Pennsylvania acted as agent, and F.N.B. Capital Markets and M&T Bank acted as joint lead arrangers. The credit facility was comprised of a syndicated term loan of $70 million and revolving credit facility of $25 million. All bank members of the syndicated credit facility committed funding to their original loan amounts. Additional terms of the transaction and financing arrangements will be available in the Company’s SEC filings.

KippsDeSanto & Co. advises Transformational Security, LLC and Intelligent Devices, Inc. on their sale to HEICO Corporation

KippsDeSanto & Co. is pleased to announce the sale of its clients, Transformational Security, LLC and Intelligent Devices, Inc. (“TS,” “ID,” or the “Companies”), to HEICO Corporation (“HEICO”).

Headquartered in Columbia, MD, TS is a leading security technology company that designs, develops, manufactures and supports state-of-the-art detection and monitoring systems and sensors used to protect critical spaces from exploitation via wireless transmissions. TS’ solutions detect, identify and analyze an array of threats posed in communications, information and radio frequency security in support of its clients most exacting Technical Surveillance Countermeasures (“TSCM”), Counterintelligence, and Electromagnetic Spectrum Operations (“EMSO”) requirements. The Company’s proprietary, highly specialized hardware and software technology is used by its broad customer base across well-funded markets and applications including intelligence, military, law enforcement, government agencies, and the private sector.

Founded in 1995, ID provides state-of-the-art audio solutions to the enterprise, commercial, government and law enforcement communities in support of their most mission critical communications security requirements. Its highly specialized, revolutionary solutions and systems combine hardware, software and complex, proprietary algorithms with over fifty years of true expertise in audio recording, enhancement, and speech processing.

The HEICO family of companies is known for high quality and performance in providing products and services to niche segments within the aviation, defense, space, medical, telecommunications, and electronics industries. HEICO entered the TSCM field in June 2019 when it acquired Research Electronics International (“REI”). While TS and ID will remain separate businesses from REI, adding the Companies’ complementary capabilities and technologies will help TS, ID, and REI realize synergies from their respective teams’ collaboration, customer and market access to develop new technology and offer unique, expanded product offerings to customers.

We believe this transaction highlights several key trends in the cybersecurity and defense electronics M&A market:

• Strategic buyers recognize the value of proprietary technology and highly engineered and differentiated solutions
• Continued demand for innovative companies that offer integrated hardware and software-based solutions, utilizing technologies that are approved to sell to a broad market, including U.S. and international government, military, intelligence, law enforcement, and commercial enterprises
•  Attractiveness of deeply embedded installed base and long-term relationships with hard-to-penetrate customers across multiple well-funded market segments
•  Significant value attributed to operational synergies, complementary technology, customer relationships, and market know-how that represent significant opportunity for growth

 About KippsDeSanto & Co.

KippsDeSanto & Co. is an investment banking firm focused on serving growth-oriented Aerospace / Defense, Government Services and Technology companies. We are focused on delivering exceptional M&A and Financing transaction results to our clients via leveraging our scale, creativity and industry experience. We help market leaders realize their full strategic value. Having advised on over 100 industry transactions, KippsDeSanto is recognized for our analytical rigor, market insight, and broad industry relationships. There’s no substitute for experience.  For more information, visit www.kippsdesanto.com.

Investment Banking products and services are offered through KippsDeSanto & Co., a non-bank subsidiary of Capital One, N.A., a wholly-owned subsidiary of Capital One Financial Corporation, and a member of FINRA and SIPC. Products and services are Not FDIC insured, Not Bank Guaranteed, May Lose Value, Not a Deposit, and Not Insured by Any Federal Government Agency.

Press Release

HEICO Corporation Acquires Two Preeminent Surveillance Countermeasures Companies

Purchases are HEICO’s 4th and 5th acquisitions in this fiscal year to date

August 12, 2020 08:30 AM Eastern Daylight Time

MIAMI & COLUMBIA, Md.–(BUSINESS WIRE)–HEICO Corporation (NYSE: HEI.A) (NYSE: HEI) today announced that its Electronic Technologies Group acquired Intelligent Devices, Inc. (“ID”) and Transformational Security, LLC (“TS”) from their founder-owner-managers for cash at closing, plus potential additional cash consideration to be paid if certain post-closing earnings levels are attained. Further financial details were not disclosed.

HEICO stated that it expects the acquisitions to be accretive to its earnings within the first twelve months after closing. The acquisitions are HEICO’s fourth and fifth acquisitions in its current fiscal year, as well as being HEICO’s second and third acquisitions since the COVID-19 pandemic’s start.

ID, which was founded in 1995 by Edmund Pirali, and TS, which was founded in 2004 by Jon Whittingham, are leading security technology companies that design, develop, manufacture and support state-of-the-art detection and monitoring systems used to protect critical spaces from exploitation via wireless transmissions, technical surveillance, and listening devices. Their products include hardware and software which detect, identify and analyze an array of threats posed in cellular communication security, information security and radio frequency security.

ID and TS offer these solutions, commonly known as Technical Surveillance Countermeasures, or TSCM, to well-funded markets and applications, including intelligence, military, law enforcement, government agencies and the private sector. HEICO believes that emerging technologies and continued espionage desires by many governments, companies and people render this an important and growing market.

Although ID and TS are separate companies, Mr. Pirali and Mr. Whittingham partnered their companies in 2010 when they became roughly equal owners in each other’s company in order to share certain resources and jointly develop critical technologies. The two companies, which together employ approximately 50 people, are co-located in state-of-the-art facilities in Columbia, MD and share extensive resources.

Mr. Whittingham will serve as the firms’ President and Mr. Pirali will serve as their Vice President. HEICO stated that it does not expect any staff turnover to result from the acquisition and stated that the businesses shall continue to operate from their existing location. HEICO expects that the two companies will be fully combined within a reasonable time after the closing, though no timetable has been set, and HEICO emphasized that it does not anticipate any changes to staff, location, products or services to result from this mostly administrative change.

HEICO entered the TSCM field in June 2019 through its acquisition of 75% of market-leader Research Electronics International (“REI”) from its founder-managers, Tom Jones and Bruce Barsumian, who continue to own the remaining 25% of REI. Mr. Jones and Mr. Barsumian acquired 25% of ID and TS by contributing their proportionate share of the cash investment, with HEICO acquiring 75% of ID and TS. ID and TS will report to Mr. Jones, though they will remain separate businesses from REI while cooperating on developing new technology and offering unique expanded product offerings to customers.

Laurans A. Mendelson, HEICO’s Chairman and Chief Executive Officer, along with Victor H. Mendelson, HEICO’s Co-President and Chief Executive Officer of its Electronic Technologies Group, and Mr. Jones, jointly commented, “We welcome Edmund, Jon and all of the Intelligent Devices and Transformational Security Team Members to our HEICO family. The crucial TSCM field provides vital equipment and services to keep sensitive information from reaching the wrong hands and we are excited about the potential for all of our companies to bring great products to our customers.”

Mr. Pirali and Mr. Whittingham jointly remarked, “Transformational Security and Intelligent Devices are proud to be joining the HEICO family of companies. HEICO represents a philosophy of excellence, innovation and customer service that are at the core of TS and ID products and technologies. Partnering with HEICO extends and enhances our commitment to our customers. We look forward to continuing to serve our customers within the umbrella of a larger group, while maintaining our culture, customer service, and the unique capabilities TS and ID bring to counterintelligence, SIGINT, and spectrum operations customers.”

HEICO Corporation is engaged primarily in the design, production, servicing and distribution of products and services to certain niche segments of the aviation, defense, space, medical, telecommunications and electronics industries through its Hollywood, Florida-based Flight Support Group and its Miami, Florida-based Electronic Technologies Group. HEICO’s customers include a majority of the world’s airlines and overhaul shops, as well as numerous defense and space contractors and military agencies worldwide, in addition to medical, telecommunications and electronics equipment manufacturers. For more information about HEICO, please visit our website at http://www.heico.com.

Certain statements in this press release constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO’s actual results may differ materially from those expressed in or implied by those forward-looking statements as a result of factors including: the severity, magnitude and duration of the COVID-19 outbreak; HEICO’s liquidity and the amount and timing of cash generation; the continued decline in commercial air travel caused by the COVID-19 outbreak, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services; product specification costs and requirements, which could cause an increase to our costs to complete contracts; governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales and profitability; our ability to introduce new products and services at profitable pricing levels, which could reduce our sales, sales growth or profitability; product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales; our ability to make acquisitions and achieve operating synergies from acquired businesses; customer credit risk; interest, foreign currency exchange and income tax rates; economic conditions within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues; and defense spending or budget cuts, which could reduce our defense-related revenue and profitability. Parties reading this press release are encouraged to review all of HEICO’s filings with the Securities and Exchange Commission, including, but not limited to filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.