KippsDeSanto & Co. Advises TechniGraphics, Inc. on Its Sale to CACI International Inc.

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, TechniGraphics, Inc. (“TechniGraphics”), by CACI International Inc. (“CACI”). CACI acquired TechniGraphics to deepen its geospatial intelligence (“GEOINT”) capabilities and expand its presence within Intelligence Community (“IC”) customers. The transaction closed on November 1st, 2010.

Headquartered in Wooster, Ohio, with significant operations in Fort Collins, Colorado, and Madrid, Spain, TechniGraphics is a leading provider of visual information solutions to the National Geospatial-Intelligence Agency (“NGA”), the Department of Homeland Security (“DHS”), and foreign ministries of defense. The Company is widely acknowledged as a leader in data capture and conversion, verification and validation, and 3-D content and analysis solutions, providing customers with high quality, rectified imagery and mission-critical digital map data. Furthermore, the Company’s holistic service approach, discriminating intellectual property, extensive training program, and deep-rooted customer relationships provide for an ideal GEOINT platform in today’s attractive NGA contracting environment.

We believe this transaction demonstrates several key trends in the government services M&A environment:

  • Large contractors are aggressively looking to penetrate IC mission areas by acquiring in-demand capabilities, entrenched customer relationships, and proprietary know-how.
  • Heightened customer focus on GEOINT solutions and their increasing role in intelligence initiatives – further evidenced by several large NGA contract opportunities, both announced and upcoming, that will be central to imagery, mapping, and analysis efforts.
  • Key positions on long-term, mission-critical IC contract vehicles / programs can be significant for sellers seeking premium valuations and favorable terms.
  • Revenue visibility, robust margins, and solid reputation remain at the forefront of industry acquisition criteria.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

PRESS RELEASE

CACI Announces Intent to Acquire TechniGraphics, Inc.

ARLINGTON, VA, OCTOBER 18, 2010 – CACI International Inc (NYSE:CACI) announced today that it has signed a definitive agreement to acquire TechniGraphics, Inc., a leading provider of imagery and geospatial services, including digital maps, to the U.S. Intelligence Community. TechniGraphics’ products form the basis for intelligence analysis, military operational planning, disaster relief planning, and operations and other mapping requirements. This acquisition solidifies CACI’s competency in the mission-critical intelligence space and sustains a long-term commitment to sophisticated intelligence solutions. Closing is anticipated by November 1, 2010.

Founded in 1982, TechniGraphics is a 450-person company headquartered in Wooster, Ohio, with additional locations in Fort Collins, Colorado and Madrid, Spain. TechniGraphics provides mission-essential geospatial data, services and solutions. They have distinguished themselves on long-term contracts through dynamic management, quality production, and introduction of intellectual property to enhance IT solutions. TechniGraphics has a seasoned management team with refined insights into evolving needs and capabilities within government and industry. Their highly developed recruiting and training model attracts exceptional talent that is then trained at “TechniGraphics University.” Approximately 85 percent of the 426 employees possess security clearances and the company’s principal customers are the U. S. Intelligence Community, Department of Defense, Department of Homeland Security, and allied governments. TechniGraphics’ revenue in calendar year 2010 is expected to be $46 million. The acquisition is expected to be solidly accretive to CACI’s earnings per share during its first 12 months.

Acquisition of TechniGraphics furthers CACI’s strategy to grow and invest in capabilities that serve the intelligence market. Key elements of this strategy are to diversify CACI’s work and offerings within the Intelligence Community, focus on core intelligence mission areas with particular emphasis on those that are enduring, and develop capabilities in market segments adjacent to those where CACI has a presence. TechniGraphics increases CACI’s already strong presence in this arena and adds an essential geospatial element to its core competencies.

CACI President of U.S. Operations Bill Fairl said, “We are pleased to announce our intent to bring TechniGraphics, Inc into CACI. Their strong revenue growth is a clear demonstration of their quality performance, superb leadership and highly professional workforce. The company’s culture and emphasis on their customers’ mission success makes them a perfect fit for CACI.”

Paul Cofoni, CACI President and Chief Executive Officer, stated, “Acquisition of TechniGraphics makes CACI a prominent provider of geospatial data for the Intelligence Community and those it serves. This move into a core intelligence mission area affirms our commitment to providing and building world-class intelligence capabilities and builds on more than a decade of experience providing end-to-end intelligence solutions for our government customer base. We look forward to integrating TechniGraphics into CACI and optimizing growth opportunities in imagery and geospatial products and services for the Intelligence Community and other customer spaces.”

CACI provides professional services and IT solutions needed for defense, intelligence, homeland security, and IT modernization and government transformation. We deliver enterprise IT and network services; data, information, and knowledge management services; business system solutions; logistics and material readiness; C4ISR integration services; cyber solutions; integrated security and intelligence solutions; and program management and SETA support services. CACI services and solutions help our federal clients provide for national security, improve communications and collaboration, secure the integrity of information systems and networks, enhance data collection and analysis, and increase efficiency and mission effectiveness. CACI is a member of the Fortune 1000 Largest Companies and the Russell 2000 index. CACI provides dynamic careers for approximately 12,900 employees working in over 120 offices in the U.S. and Europe. Visit CACI on the web at www.caci.com and www.asymmetricthreat.net.

KippsDeSanto & Co. Advises Global Protocols on its Sale to Riverbed Technology

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Global Protocols LLC (“Global Protocols”), by Riverbed Technology, Inc. (“Riverbed”). Riverbed acquired Global Protocols to strengthen its Wide Area Network (“WAN”) optimization capabilities and solidify its presence within Federal markets. Global Protocols was a portfolio company of The White Oak Guggenheim Aerospace & Defense Fund. The transaction closed on November 9, 2010.

Headquartered in Greenbelt, Maryland, Global Protocols is a leading provider of Transport Control Protocol (“TCP”) solutions for stressed, tactical communications networks within military satellite communications (“SATCOM”) markets. The Company’s flagship offering, SkipWare, is a software-based protocol acceleration solution that centers around the Space Communications Protocol Standards Transport Protocol (“SCPS-TP”), the Department of Defense’s (“DoD”) most commonly specified requirement for fixed and mobile satellite networking. The SkipWare solution differentiates itself from competing offerings by delivering leading levels of bandwidth optimization, error-tolerance, and interoperability for military SATCOM networks. The acquisition represents a continuation of the two companies’ partnership that began in 2008 with the goal of providing enabling bandwidth optimization solutions for mission-critical network communications initiatives within defense and intelligence agencies.

The White Oak Guggenheim Aerospace & Defense Fund is a committed fund of The White Oak Group, Inc, an Atlanta based investment firm focused on aerospace and defense, healthcare technology, and alternative energy / power solutions.

We believe this transaction demonstrates several key trends in the defense M&A environment:

  • Growing demand from U.S. military agencies for SATCOM and mobile bandwidth solutions, driven by the DoD’s emphasis on network-centric warfare and the surge of bandwidth consumption by U.S. armed forces over the last decade.
  • Considerable funding and attention aimed at defense communications technologies that support high-priority military mission areas.
  • M&A processes driven by buyers looking to leverage sellers’ differentiated technology and intellectual property within core existing product lines.
  • Private sector companies vying to establish strong positions within the Federal arena to take advantage of less volatile markets in light of the recent economic downturn.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com. We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

 

PRESS RELEASE

Riverbed Solidifies Federal Market Leadership With The Acquisition of Global Protocols LLC

Riverbed™ Technology (NASDAQ: RVBD), the IT performance company, today announced it has acquired Global Protocols LLC, a leader in helping government organizations achieve greater application performance across satellite networks using the Space Communications Protocol Standards (SCPS). The addition of Global Protocols’ industry-leading technology, SkipWare, to Riverbed® WAN optimization will bolster Riverbed’s leadership position in delivering optimization solutions for satellite networks.

SCPS is a protocol solution that was developed by NASA and US Space Command, and is used by military and other organizations that operate in satellite networking environments to overcome the severe performance degradation caused by weather and other interference that jeopardizes mission-critical communications. Global Protocols’ SkipWare product has a customer base in military, civilian and Department of Defense (DoD) agencies that operate over satellite networks. The acquisition will allow Riverbed to build on its success in providing DoD and other organizations with IT performance solutions that meet their rigorous standards, and bring the joint solution to the wide range of organizations using satellite networks for business-critical communications.

The acquisition of Global Protocols is an expansion of the existing partnership between Riverbed and Global Protocols. Since announcing its partnership in 2008, Riverbed and Global Protocols have enabled joint customers to achieve high-performance, secure access to mission-critical information by combining the award-winning WAN optimization capabilities of Riverbed Steelhead® appliances with best-of-breed SkipWare functionality from Global Protocols within the Riverbed Services Platform (RSP).

“Government organizations are pressured to adhere to strict guidelines, but also realize that performance is paramount to their success. Riverbed has been successful working with government organizations to speed access to mission-critical data over the WAN. By partnering with Global Protocols in 2008, we extended our reach and deepened our investment in the federal market,” said Jerry Kennelly, chief executive officer at Riverbed. “Adding Global Protocols’ technology to our product portfolio as a result of this acquisition will enable customers to derive even greater value out of the combined solution.”

Enterprises and government organizations leverage Riverbed WAN optimization to improve remote and mobile employee productivity, enable private clouds, and provide enterprise-wide network and application visibility. By speeding the performance of applications between remote offices, private data centers and mobile workers, typically by five to 50 times and in some cases up to 100 times, Riverbed Steelhead products enable organizations to consolidate IT, improve backup and replication processes to ensure data integrity, and improve staff productivity and collaboration. More than 8,700 customers, across a wide range of markets, have implemented Riverbed WAN optimization solutions in their geographically dispersed organizations.

KippsDeSanto & Co. Advises Healthcare IT Firm Buccaneer Computer Systems & Service, Inc. on Its Sale to Vangent, Inc.

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KippsDeSanto & Co. is pleased to announce the acquisition of our client, Buccaneer Computer Systems and Service, Inc. (“Buccaneer”), by Vangent, Inc. (“Vangent”), a portfolio company of Veritas Capital. Vangent acquired Buccaneer to deepen its IT infrastructure and data analytics capabilities, particularly in the government healthcare IT market. The transaction closed on September 15th, 2010.

Headquartered in Warrenton, VA, Buccaneer is a leading provider of IT services that enable federal healthcare organizations to operate more efficiently, effectively, and securely. The Company’s services include secure data hosting, IT laboratory operation and maintenance, and data mining & analytics, amongst other IT services. Buccaneer directly supports priority healthcare initiatives to reduce healthcare costs, increase quality of care, and widen availability of care. Key customers include the Centers for Medicare and Medicaid Services and Food & Drug Administration. Buccaneer has over 500 employees.

We believe this transaction represents a number of key trends in government technology M&A:

  • Companies focused in health information technology remain at the forefront of industry acquisition criteria.
  • High-growth companies are highly sought after in the context of today’s cautious budget environment.
  • A thorough understanding of government contracting and small business preference programs by an experienced advisor team can facilitate competitive pricing and outcomes.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

KippsDeSanto & Co. Advises Novii Design LLC on its Sale to GTCR and Six3 Systems, Inc.

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Novii Design LLC (“Novii”), by Six3 Systems, Inc. (“Six3”), a portfolio company of private equity group GTCR. Six3 acquired Novii to broaden its advanced IT engineering capabilities and expand its depth and breadth in highly sought after Intelligence Community customers. The transaction closed on September 27, 2010.

Headquartered in Columbia, MD, Novii is a leading provider of advanced enterprise software and systems engineering services to the Intelligence Community. The Company’s deep expertise in data warehouses, analytics, and cloud technologies enables its customers to more efficiently find, utilize, and act on their mission critical data. Furthermore, Novii’s holistic, mission-driven development process and extensive experience in open source development allows it to provide its customers highly scalable, interoperable, and effective IT solutions with a high return on investment and low total cost of ownership.

We believe this transaction represents a number of key trends in government technology M&A:

  • Focus and depth is a major differentiator for sellers seeking to optimize deal terms in today’s M&A market.
  • Strong buyer interest in firms supporting key Intelligence Community initiatives, particularly in the Fort Meade market.
  • Heightened importance placed on in-demand capabilities, including high-end software development and cybersecurity solutions.
  • Robust pace of M&A activity within the cybersecurity / intel arena, which represents 38% of government services transactions since the start of 2009.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.
We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

PRESS RELEASE

Six3 Systems Announces Acquisition of Novii Design, LLC

MCLEAN, VA. – September 29, 2010 – Six3 Systems, Inc. (“Six3 Systems”), a leading provider of highly strategic and differentiated solutions and services to the U.S. national security and defense intelligence communities, today announced the acquisition of Novii Design, LLC (“Novii”). Novii is a leading prime provider of large scale data fusion systems, cyber solutions and high-end enterprise architectures to the Intelligence Community. With over 70 highly technical, trained and cleared employees, Novii designs, builds and supports some of our nation’s most sensitive, mission-critical software applications and systems.

Six3 Systems was formed in April 2009 when GTCR, one of the nation’s leading private equity firms, partnered with Robert Coleman, former President and COO of ManTech International. Novii is Six3 Systems’ third acquisition since its founding. Six3 Systems previously acquired Harding Security Associates, Inc., a leading provider of identity intelligence, forensics analysis and security services, in July 2009, and BIT Systems, Inc., a leading provider of Intelligence, Surveillance and Reconnaissance (“ISR”) systems design, development, integration and maintenance services, in December 2009.

“Novii’s mission-critical enterprise software development capabilities will strategically enhance our offerings and serve as a key component in achieving our objective of building a leading national security services provider with highly specialized capabilities,” said Robert Coleman, CEO of Six3 Systems. “We believe that Novii’s ability to combine open source engineering with some of the most advanced commercial application and infrastructure solutions available today positions us well for the next evolution of Intelligence Community systems development, systems engineering and analysis. Combining Novii’s capabilities with our existing core competencies in identity intelligence, counterintelligence and ISR will create a highly strategic asset in the U.S. national security and defense intelligence communities.”

“We are very pleased to join forces with Six3 Systems,” commented Rebekah Lewis-Polancich, co-founder and President of Novii. “We believe that Six3 Systems will provide us with new capabilities and the reach back to better support our customers and their missions while maintaining the quality, innovation and responsiveness valued by our clients.”

KippsDeSanto & Co. was the exclusive financial advisor to Novii. Cooley LLP provided legal counsel to Novii. Kirkland & Ellis LLP provided legal counsel to Six3 Systems.

About Six3 Systems
Six3 Systems, headquartered in McLean, Virginia, is focused on providing highly strategic and differentiated solutions and services to support the missions of customers in the U.S. national security and defense intelligence communities. For more information about Six3 Systems, email info@six3systems.com.

About GTCR
Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the Financial Services & Technology, Healthcare and Information Services & Technology industries. The Chicago-based firm pioneered the “Leaders Strategy” – finding and partnering with world-class leaders as the critical first step in identifying, acquiring and building market-leading companies through acquisitions and organic growth. Since its inception, GTCR has invested more than $8 billion in over 200 companies. For more information, please visit www.gtcr.com.

KippsDeSanto & Co. Advises IT Consulting Firm, Asynchrony Solutions, Inc. on its Sale to Schafer Corporation

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Asynchrony Solutions, Inc. (“Asynchrony”), by Schafer Corporation (“Schafer”). Schafer acquired Asynchrony to broaden its agile software development capabilities, as well as add additional depth and breadth in highly sought after federal government and commercial customers. The transaction closed on August 9, 2010.

Headquartered in St. Louis, MO, Asynchrony is a leading provider of systems integration, custom application development, and secure collaboration solutions to U.S. government agencies, particularly the Department of Defense and U.S. Transportation Command, and commercial customers, such as Kaiser Permanente. The Company’s deep engineering and technology expertise drives its ability to provide future-focused architecture solutions to improve the performance and efficiency of its customers.

We believe this transaction represents a number of key trends in government technology M&A:

  • Interest in acquiring targets that have a strong focus and considerable depth within a specific target capability area and customer domain.
  • There is a growing demand for solutions on the high-end of the IT spectrum. Companies providing innovative technology solutions, particularly with exposure to national security initiatives, continue to generate strong interest among acquirers.
  • Financial sponsor activity in the government technology space has continued at a robust pace, with ten financial sponsor-backed acquisitions announced thus far in 2010.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

PRESS RELEASE

ASYNCHRONY SOLUTIONS JOINS SCHAFER CORPORATION

WASHINGTON – August 12, 2010 – Schafer Corporation, a leading provider of scientific and engineering products and analysis, systems integration, programmatic support, and technical solutions to government clientele, today announced that it had completed the acquisition of Asynchrony Solutions, Inc., a Saint Louis-based provider of agile software development, enterprise architecture, and systems integration services for a range of government and commercial customers. Schafer Corporation is majority owned by Metalmark Capital. Financial terms were not disclosed.

“The addition of Asynchrony’s talented team and agile development methodology will deepen Schafer’s information technology competencies and accelerate the company’s objective of providing innovative support and problem-solving solutions to help customers achieve success on their most challenging missions”

“We are very pleased to welcome the Asynchrony Solutions team to the Schafer family,” said Tony Frederickson, Schafer’s President and Chief Executive Officer. “Asynchrony brings superior, specialized knowledge and a proven track record of success in agile-software development, which is critical for us to meet the needs of our Department of Defense and other government clients. In addition, Asynchrony’s current focus directly addresses the important areas of cyber security and weapons of mass destruction counter proliferation.”

Bob Elfanbaum, Asynchrony Solutions’ CEO, stated: “In Schafer, we have found a partner who both embraces the culture of agile innovation at the heart of Asynchrony and brings additional customers and resources to accelerate our on-going growth and development, fortifying our offerings and our potential.”

“The addition of Asynchrony’s talented team and agile development methodology will deepen Schafer’s information technology competencies and accelerate the company’s objective of providing innovative support and problem-solving solutions to help customers achieve success on their most challenging missions,” said Jeff Siegal, Managing Director of Metalmark Capital. “We are excited about this combination and look forward to working with Bob Elfanbaum and his exceptional team.”

KippsDeSanto & Co. and Armstrong Teasdale LLP served as financial and legal advisors to Asynchrony Solutions. Kirkland & Ellis LLP served as legal advisor to Schafer Corporation.

About Schafer Corporation
Schafer Corporation is a provider of scientific and engineering products and analysis, systems integration, programmatic support, and technical services/solutions, primarily to government clientele. Schafer has a national footprint supporting mission-critical programs for customers including the US Armed Services, the Defense Advanced Research Projects Agency (DARPA), the Missile Defense Agency (MDA), the National Aeronautics and Space Administration (NASA), and the Department of Homeland Security. The Company has been widely recognized for its technical expertise and ability to provide objective analysis that leads to the development of innovative prototypes and problem-solving solutions. For more information, please visit www.schafercorp.com.

About Asynchrony Solutions
Asynchrony Solutions is an innovative software technology firm focused on the agile delivery of systems integration, custom application development, and tactical collaboration solutions. Clients include government agencies and Global 2000 companies. More information is available at www.asolutions.com.

About Metalmark Capital
Metalmark Capital is a leading private equity firm whose principals have a long track record of successful investing in targeted sectors, with particular focus and competence in defense/government services, energy/natural resources, industrials, and healthcare. Metalmark Capital seeks to build long-term value through active and supportive partnerships with the companies and management teams in which it invests. Metalmark Capital is an investment center of Citi Capital Advisors. For more information, please visit www.metalmarkcapital.com.

KippsDeSanto & Co. Advises the Board of Directors of Technology Solutions Firm Alion Science and Technology on its Debt Refinancing

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the debt refinancing of our client, Alion Science and Technology Corporation (“Alion”). The transaction closed on March 22, 2010.

Headquartered in McLean, VA, Alion is a leading provider of scientific, engineering, and information technology solutions primarily to U.S. government agencies, particularly the U.S. Department of Defense, state and foreign governments, and other commercial customers. The employee-owned Company’s areas of expertise include national defense, homeland security, and energy and environmental analysis.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

PRESS RELEASE

Alion Completes Refinancing with Close of $310 Million Unit Offering
McLean, VA – March 22, 2010 – Alion Science and Technology, an employee-owned technology solutions company, announced that it has completed a refinancing that includes the closing of a $310 Million unit offering consisting of bonds and warrants and a $25 Million revolving line of credit.

The new financial structure provides greater liquidity and certainty to Alion’s capital structure, according to CEO and Chairman Bahman Atefi. “We have enjoyed substantial growth and success, and continuing on that path required more flexibility. Our prior debt obligations came with onerous terms, so finding more favorable financing options has been key to our long-term strategy,” Dr. Atefi explained. “The fact that our bond offering was oversubscribed gives us great confidence in our plans, and we appreciate that the financial community recognized the value Alion represents.”

Advisors to Alion in this transaction include Credit Suisse as banker and financial advisor and Baker & McKenzie LLP and Holland & Knight LLP as legal advisors. The Alion Board of Directors engaged KippsDeSanto & Co. as their independent financial advisor.

This press release contains information about management’s view of Alion’s future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of a variety of risk factors and uncertainties discussed in documents periodically filed by Alion with the SEC. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

Media Contact
Peter Jacobs
1750 Tysons Boulevard
Suite 1300
McLean, VA 22102
pjacobs@alionscience.com
P: 703.269.3473
F: 703.506.1813

KippsDeSanto & Co. Advises Managed IT Services and Solutions Firm OAO Technology Solutions on its Acquisition by Platinum Equity

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, OAO Technology Solutions, Inc. (“OAOT”), a portfolio company of J.F. Lehman & Company, by Platinum Equity, LLC (“Platinum”). The acquisition deepens Platinum’s presence in the IT services market and affords OAOT a platform to broaden its service offerings, customer base, and addressable markets. The transaction closed on January 15, 2010.

Headquartered in Greenbelt, MD, OAOT is a provider of lifecycle IT solutions and services for Fortune 500 corporations and global outsourcing firms worldwide. OAOT is a widely acknowledged market leader in data center
and infrastructure management, application outsourcing, and staffing solutions. OAOT helps customers achieve greater agility and efficiencies in management of critical infrastructures and technologies and to maximize human assets.

We believe this transaction represents a number of key trends in the M&A market for IT services and solutions firms:

  • Heightened acquisition interest in firms operating in or around IT infrastructure assets, such as the data center, that enable customers’ mission critical business processes, and drive operational effectiveness and cost efficiencies
  • Buyer attraction to firms having long-term, entrenched relationships with blue chip customers
  • Continued M&A activity by financial sponsors, despite continued cautious credit markets

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and professional services companies in the government, defense, and commercial IT markets. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.
We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.For more information on this particular transaction, please contact one of our senior professionals.

PRESS RELEASE

Platinum Equity Acquires OAO Technology Solutions, Inc.

Los Angeles, CA and Greenbelt, MD — January 19, 2010 — Platinum Equity announced today it has acquired OAO Technology Solutions, Inc. (“OAOT”), from an affiliate of J.F. Lehman & Company and the other stockholders of OAOT. Terms of the transaction were not disclosed.

OAOT provides managed IT services and solutions for Fortune 500 corporations, global outsourcers and government agencies.

“OAOT has long-standing relationships with valued customers, an outstanding international workforce and a reputation for delivering exceptional customer service,” said Jacob Kotzubei, the partner at Platinum that is leading the OAOT investment. “Throughout the world the need for high-quality cost-effective managed IT services is growing and OAOT offers a full-range of solutions to meet that increasing demand.”

A team of Platinum in-house operations specialists is now working with OAOT management to develop a long-term plan and transition the business into Platinum’s portfolio.

“In the midst of a challenging worldwide economic climate, over the last three years OAOT has expanded its market share, enhanced its commercial IT services offerings, and significantly improved the company’s operational effectiveness, profitability and financial performance,” said Sidney E. Fuchs, OAOT president and chief executive officer. “This acquisition provides incredible momentum and creates a platform for rapid growth as we join the top-tier group of IT services companies in the Platinum Equity portfolio.”

Mr. Kotzubei explained that acquiring OAOT is a natural investment for Platinum, given the firm’s history of investing in IT companies.

“We know and understand the industry well and have had a lot of success creating value in this space,” explained Mr. Kotzubei.

Jeff Fine and Jared Jensen of Kirkland & Ellis LLP served as legal advisers to Platinum Equity on the acquisition of OAOT.

Gibson, Dunn & Crutcher LLP served as legal advisor, and KippsDeSanto & Co. and The Chesapeake Group served as financial advisors to J.F. Lehman & Company and the OAOT Board of Directors.

About OAO Technology Solutions, Inc.
OAOT (www.oaot.com) is a global leader in Managed IT Services and Solutions to Fortune 500 corporations, global outsourcers and government agencies. The Company’s expertise includes applications outsourcing, data center and infrastructure management and staffing solutions. Headquartered in Greenbelt, Maryland, our 1,600 worldwide employees are located throughout the United States, Canada and Europe.

About Platinum Equity
Platinum Equity is a global M&A&O. firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers in a broad range of business markets, including information technology, telecommunications, logistics, metals services, manufacturing and distribution. Since its founding in 1995 by Tom Gores, Platinum Equity has completed nearly 100 acquisitions with more than $27.5 billion in aggregate annual revenue at the time of acquisition. For more information, go to www.platinumequity.com.

About J.F. Lehman & Company
J.F. Lehman & Company is a leading middle-market private equity firm focused exclusively on the defense, aerospace and maritime sectors. The firm has offices in New York, Washington and London. For more information about J.F. Lehman & Company, please visit www.jflpartners.com.

Contacts:
Platinum Equity
Cathy Melcher, Vice President Marketing Communications
OAO Technology Solutions, Inc.
(703) 327-4307
cmelcher@oaot.com

OAO Technology Solutions
Dan Whelan
Platinum Equity
(310) 282-9202
dwhelan@platinumequity.com

KippsDeSanto & Co. Advises Training Technology Firm PerformTech Inc. on Its Sale to GP Strategies Corporation

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, PerformTech Inc. (“PerformTech”), by General Physics Corporation (“General Physics”), a wholly-owned subsidiary of GP Strategies Corporation. PerformTech is expected to broaden General Physics’ training development capabilities as well as add additional depth and breadth in highly sought after Federal government customers. The transaction closed on December 30, 2009.

Based in Alexandria, VA, PerformTech is a leading developer of custom training solutions, with a significant presence supporting national security, border protection, anti-terrorism, emergency management, and infrastructure engineering priorities for the Department of Homeland Security, State Department, and other Federal Agencies. PerformTech directly supports, via needs analysis, curriculum development (classroom and web-based), and training delivery, clients’ mission critical needs.

We believe this transaction represents a number of key trends in the M&A market for government services and training firms:

  • Heightened acquisition importance placed on unique and sustainable competitive differentiators such as proprietary tools and technologies
  • Firms providing training and support of National Security initiatives continue to be in strong demand. Those initiatives are viewed as higher priority (less discretionary) areas with continued budget growth potential and less susceptible to budget cuts and/or insourcing
  • Buyer attraction to focus – capability and customer depth

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

PRESS RELEASE

GP Strategies Acquires PerformTech, Inc.
Expanding Expertise in Government Custom Courseware Development

Elkridge, MD, January 4, 2010 – GP Strategies Corporation (NYSE: GPX), announced that its principal operating subsidiary, global performance improvement solutions provider General Physics Corporation, has acquired PerformTech, Inc., a provider of custom courseware development and other training services primarily for the U.S. government. GP Strategies anticipates that PerformTech will have revenue of approximately $15 million for the year ending December 31, 2009 and that the acquired business will be accretive to earnings-per-share in 2010. GP utilized a portion of the net proceeds of the $20,000,000 private placement by Sagard Capital Partners, L.P. that closed on December 30, 2009.

PerformTech, located in Alexandria, Virginia, is a leading developer of custom training solutions, with a significant presence supporting federal government priorities including border security, anti-terrorism, and highway engineering. PerformTech leverages its extensive past performance, proprietary development tools, and technical expertise in needs analysis, curriculum development (classroom and web-based), and training delivery to address clients’ mission critical needs in less time and at a better value.

GP Strategies believes that the combination of PerformTech with GP’s current federal government services, such as the GoLearn program and first responder training, offers the combined company significant opportunities to provide services beyond the scope of work that each could provide separately. Katie Moran and Emma Lopo-Sullivan, the President and Executive Vice President, respectively, and co-founders of PerformTech, will remain with the company and become officers of General Physics Corporation.

Katie Moran stated, “PerformTech is thrilled by the opportunity to offer our clients a broader range of training services including LMS hosting, SharePoint application development and Help Desk support and to increase our presence in the commercial sector as part of the GP Team.” Emma Lopo-Sullivan stated, “We are very excited about the future. PerformTech has found a perfect fit with GP whose focus is exactly the same as ours: to establish long-term partnerships with our clients, as we provide them with the highest quality custom training and stellar customer service.”

Scott Greenberg, Chief Executive Officer of GP Strategies, stated, “We continue to pursue selective acquisitions of businesses that broaden our service and product offerings, deepen our capabilities, diversify our client mix and allow us to expand within the federal government. We believe that PerformTech’s capabilities, combined with GP’s experience, complement our ability to deliver learning services. The delivery of training services to U.S. government agencies is undergoing substantial growth and the acquisition of PerformTech will greatly enhance GP’s ability to participate in this area.”

KippsDeSanto & Co. acted as exclusive financial advisor to PerformTech in this transaction.

Investor Call
The Company has scheduled an investor conference call for 10:00 a.m. ET on Tuesday, January 5, 2010. In addition to prepared remarks from management, there will be a question and answer session on the call. The dial-in numbers for the live conference call are 888-633-3324 or 973-935-8549, using conference ID number 49207820. A telephone replay of the call will also be available beginning at 11:00 a.m. on January 5th and will remain available through midnight on January 19th. To listen to the replay, dial 800-642-1687 or 706-645-9291, using conference ID number 49207820.

To learn more about PerformTech, Inc., visit http://www.performtech.com/.

About GP
GP is the principal operating subsidiary of GP Strategies Corporation (NYSE: GPX). GP is a global performance improvement solutions provider of sales and technical training, e-Learning solutions, management consulting and engineering services. GP’s solutions improve the effectiveness of organizations by delivering innovative and superior training, consulting and business improvement services, customized to meet the specific needs of its clients. Clients include Fortune 500 companies, manufacturing, process and energy industries, and other commercial and government customers. Additional information may be found at http://www.gpworldwide.com.

We make statements in this press release that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as “expect,” “intend,” “believe,” “may,” “should,” “could,” “anticipates,” and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

CONTACTS:

Scott N. Greenberg
Chief Executive Officer
410-379-3640

Sharon Esposito-Mayer
Chief Financial Officer
410-379-3636

Jamie Coffey
Director, Communications
443-255-3400

KippsDeSanto & Co. Advises Intelligence Firm Phoenix Consulting Group, Inc. on its Sale to DynCorp International LLC

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Phoenix Consulting Group, Inc. (“Phoenix”), by DynCorp International LLC (“DynCorp”), a wholly-owned subsidiary of DynCorp International Inc. Phoenix is expected to expand DynCorp’s services to the Intelligence Community (“IC”). The transaction closed on October 19, 2009.

Based in Alexandria, VA, Phoenix is a leading provider of specialized, proprietary human intelligence (“HUMINT”) and counterintelligence training, intelligence analysis, and program office support to elements of the IC and Department of Defense (DoD). Phoenix directly supports, via training and analysis, U.S. intelligence professionals, operating in on-going low-intensity and non-conflict areas, that are mission critical to protecting national security.

We believe this transaction represents a number of key trends in government / Intel services M&A:

  • Continued strategic and financial buyer appetite for Intel firms remains strong given robust funding outlook as Government leaders emphasize actionable intelligence to combat Unconventional Warfare with non-traditional, non-state adversaries both domestically and abroad. M&A activity for Intel firms has accounted for 43% of total deals YTD in 2009 compared to 26% for all of 2008.
  • Competitive differentiators in the form of intellectual property, proprietary tools and technology that enhance service offerings are in high demand and drive M&A value.

KippsDeSanto & Co. is an investment bank focused on delivering M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

PRESS RELEASE

DynCorp International Agrees to Acquire Phoenix Consulting Group, Inc.

FALLS CHURCH, Va. – September 28, 2009 – DynCorp International LLC, a wholly-owned subsidiary of DynCorp International Inc. (NYSE: DCP), has entered into a definitive agreement to acquire 100% of the stock of Phoenix Consulting Group, Inc. Phoenix provides its proprietary training courses and materials and management consulting and augmentation services to the intelligence community. Terms of the transaction were not disclosed. The acquisition is expected to expand DynCorp International’s services to the intelligence community and national security clients. DynCorp International intends to fund the purchase price with cash on hand.

Phoenix is a private company headquartered in Alexandria, Virginia. Phoenix has offices in Virginia and Arizona and employs approximately 400 full-time and part-time professionals. Most of these employees possess security clearances, many at the Top Secret level. Phoenix’s offerings include:

  • Highly specialized and proprietary training courses to experienced professionals within the intelligence, counterintelligence, special operations and law enforcement communities.
  • Strategic, professional level and technical advisory and support services to government and military organizations.

Phoenix will operate as a wholly-owned subsidiary and be consolidated as a business unit within the Global Stabilization and Development Solutions division (GSDS).

“This acquisition is consistent with our goal of accelerating growth, expanding service offerings and penetrating new segments,” said DynCorp International President and CEO William L. Ballhaus. “Phoenix’s talent complements DynCorp International’s business and extends our ability to deliver compelling services to the intelligence community and national security clients. This acquisition will continue to strengthen DynCorp International as a leading provider of specialized mission-critical services to civilian and military government agencies worldwide.”

“We are extremely pleased and look forward to joining DynCorp International. This combination will provide us opportunities for expansion of our training and services to meet the changing and challenging conditions our Nation faces in the coming years. DynCorp International and Phoenix share a common commitment to serve willingly, perform relentlessly, and act ethically,” said John A. Nolan, III, Chief Executive Officer of Phoenix.

KippsDeSanto & Co. acted as exclusive financial advisor to Phoenix Consulting Group.

The transaction is subject to customary closing conditions and is expected to close during October 2009.

About Phoenix Consulting Group, Inc.
Phoenix Consulting Group, Inc. and its over 400 employees provide intelligence training, consultative and augmentation services to a wide range of client organizations. Phoenix Consulting Group’s offerings include:

  • Highly specialized and relevant training for intelligence, counterintelligence, special operations and law enforcement personnel.
  • Dedicated, experienced personnel for service support to government and military organizations.
  • Subject matter expert and support services to assist the government and military communities in overcoming the challenges of today and tomorrow.

Phoenix Consulting Group is headquartered in Alexandria, VA. For more information, visit www.intellpros.com.

About DynCorp International
DynCorp International Inc. (NYSE:DCP), through its wholly-owned subsidiary DynCorp International LLC, is a provider of specialized mission-critical services to civilian and military government agencies worldwide, and operates major programs in law enforcement training and support, security services, base operations, aviation services, contingency operations, and logistics support. DynCorp International is headquartered in Falls Church, Va. For more information, visit www.dyn-intl.com.

KippsDeSanto & Co. Advises Harding Security Associates, Inc. on its Sale to GTCR and Six3 Systems Inc.

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KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Harding Security Associates (“HSA”), by private equity group GTCR and its government portfolio company, Six3 Systems Inc. (“Six3”). The transaction closed on July 21, 2009. This is the first acquisition for Six3, which is led by former ManTech President and COO Bob Coleman.

Based in McLean, VA, HSA is a leading provider of identity intelligence, CI, HUMINT, and security services to the federal government. With more than 350 highly trained employees, HSA is at the forefront of the Department of Defense’s (“DoD”) biometric-enabled intelligence analysis and forensics mission. The Company also provides mission-critical intelligence and counter-intelligence training and security services to the DoD and key civilian agencies. KippsDeSanto & Co. acted as exclusive financial advisor to HSA in this transaction.

We believe this transaction represents a number of key trends in government services M&A:

  • As the nation maintains its focus on protecting its homeland, expect the federal government to continue funding intelligence operations and large scale programs to integrate the analysis and collection efforts of biometric information internationally, in the maritime domain, at the border, and domestically.
  • Given its size, performance, and focus, HSA received very strong market interest from both strategic buyers and private equity groups, the latter of which has increased its activity in the last three months as credit markets have continued to stabilize.
  • The M&A market for leading government services firms has materially rebounded over the past few months and continues to gain strength with the HSA acquisition, which represents the 25th government services transaction in 2009 (and fourth private equity-backed deal announced since May).

KippsDeSanto & Co. is an investment bank focused on delivering M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

 

PRESS RELEASE

GTCR and Six3 Systems Announce Agreement to Acquire Harding Security Associates

CHICAGO, June 25, 2009 – GTCR, one of the nation’s leading private equity firms, and Six3 Systems, Inc. (“Six3”), a GTCR portfolio company that specializes in providing national security and defense intelligence services, today announced a definitive agreement to acquire Harding Security Associates, Inc. (“HSA”).

HSA is a leading provider of identity intelligence, forensics analysis and security services to the federal government. With more than 350 highly trained employees, HSA is at the forefront of the Department of Defense’s (“DoD”) biometric-enabled intelligence analysis and forensics mission. The Company also provides mission-critical intelligence and counter-intelligence training and security services to the DoD and key civilian agencies.

“We view this deal as a critical first step in achieving our long term objective of building a highly specialized national security services provider that is focused on solving our nation’s most pressing security challenges domestically and abroad,” said Robert Coleman, Chief Executive Officer of Six3. “HSA is working at the heart of the identity intelligence and forensics mission, and I look forward to continuing to build that capability under Six3 Systems.”

“Since we announced the formation of Six3, we have actively targeted providers of specialized services in high-growth areas within the defense budget. We believe HSA fits squarely within this strategy,” added GTCR Principal Craig Bondy. “GTCR and Six3’s investment in HSA is an excellent example of our partnering with an industry-leading executive and pursuing strategic acquisitions.”

“I am very pleased to have Harding Security Associates join forces with Six3 Systems,” commented Major General Robert A. Harding, USA (Ret.), Chief Executive Officer of HSA. “I believe this acquisition will provide enhanced career opportunities for our people while continuing our track record of outstanding service and support to our customers.”

Kirkland & Ellis LLP served as legal counsel to GTCR and Six3 Systems. KippsDeSanto & Co. acted as exclusive financial advisor to HSA. The transaction, which represents the first acquisition for Six3 Systems, is expected to close in July.

About Six3 Systems
Six3 Systems, headquartered in Fairfax, Virginia, is a company focused on acquiring government services providers with a focus on national security. For more information about Six3 Systems email info@six3systems.com.

About GTCR
Founded in 1980, GTCR Golder Rauner, LLC is a private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to acquire and build companies through a combination of acquisitions and strong internal growth. GTCR currently manages more than $8 billion of equity capital invested in a wide range of companies and industries. More information about GTCR can be found at www.gtcr.com.