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KippsDeSanto & Co. Advises MacAulay-Brown, Inc.

By KDC

KippsDeSanto & Co. Advises MacAulay-Brown, Inc. on its Sale to Alion Science and Technology Corporation

KippsDeSanto & Co. is pleased to announce the sale of its client, MacAulay-Brown, Inc. (“MacB” or the “Company”) to Alion Science and Technology Corporation (“Alion”), a portfolio company of Veritas Capital (“Veritas”).

With its national capital headquarters in Vienna, VA and its corporate headquarters in Dayton, OH, MacB has established decades long customer relationships while providing advanced engineering solutions in mission critical, high-barrier-to-entry  areas of National Security across the Department of Defense (“DoD”), the Intelligence Community (“IC”), and various Special Operations Commands (“SOCOM”).  MacB’s differentiated engineering solutions portfolio includes Research, Development, Testing, and Evaluation (“RDT&E”); cyber tools and operations, secure cloud engineering, and data analytic tools development and deployment; cybersecurity – both offensive and defensive; and rapid prototype and quick-response production / manufacturing / integration.

Furthermore, the Company leverages its national network of integrated technical laboratories, Sensitive Compartmented Information Facilities (“SCIFs”), and its next-generation big data platform (“BDP”) to support the entire life-cycle of high value big data solutions from development through fielding.  In a highly competitive government services industry, MacB’s high-barrier-to-imitation solution offerings, in combination with Alion’s, position the combined companies for continued growth in areas of national security mission significance.

Alion’s acquisition of MacB is a natural fit that enhances its technology and NextGen engineering capabilities, including “emerging technologies” in electronic warfare, artificial intelligence, cybersecurity, and cloud solutions; augments highly cleared customer access and Special Access Programs (“SAP”) contract concentration; and provides increased scale anchored by MacB’s revenue growth trajectory, contract win rates, and book to bill ratio.

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

  • Buyers are focusing on targets with entrenched positioning, including sole source contracts, longstanding incumbency, and customer intimacy, as well as well-funded customers and highly cleared mission-critical programs
  • Highlights the demand for a rare asset with the complete suite of value drivers: scale, priority DoD / IC customer access, Full and Open (“F&O”) and sole source prime contracts, a proven leadership team, an established growth trajectory, Intellectual Property (“IP”), and differentiated capabilities
  • Premiums are placed on acquisition targets that provide complementary solutions within an expanded customer footprint, particularly within the growing National Security / DoD end markets
  • With today’s robust capital markets, private equity – via new platforms and add-ons to existing portfolio companies – are successfully competing against larger public strategics even for the most desirable assets

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

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Press Release 

Alion Science and Technology Corporation to Acquire MacAulay-Brown, Inc.

MCLEAN, Va.– Alion Science and Technology Corporation (“Alion”), a portfolio company of Veritas Capital, has entered into a definitive agreement to acquire MacAulay-Brown, Inc. (“MacB”), a leading provider of complex engineering and mission critical technology solutions and services for national security missions across Department of Defense (“DoD”) and Intelligence Community (“IC”) customers. The combination will strengthen Alion’s robust technology and engineering capabilities, deepen customer relationships, and create greater scale and resources to provide a broad set of solutions for customers.

“This acquisition brings together two leading industry engineering and technology firms, both with rich histories and highly skilled and capable workforces,” said Steve Schorer, President and CEO of Alion. “MacB’s offerings are truly differentiated in the government contractor market, and through this acquisition we strengthen our inroads into emerging technologies in electronic warfare, artificial intelligence, cybersecurity and cloud solutions. We look forward to working with Sid Fuchs and his experienced management team as we continue to build an even stronger Alion. Our customers will benefit from expanded technology, expertise, solutions and the dedicated talents our employees bring to achieving mission success.”

“This acquisition creates a uniquely competitive and innovative company focused on NextGen engineering and product solutions for national security missions,” said Sid Fuchs, President and CEO of MacB. “We are proud and excited to be part of the Alion and Veritas Capital family and look forward to working with them to take this enterprise to the next level.”

“Alion’s transformational acquisition of MacB will accelerate the company’s presence in high-priority emerging technologies,” said Ramzi Musallam, CEO and Managing Partner of Veritas Capital. “This combination creates a differentiated platform that will strengthen MacB and Alion’s ability to provide mission critical services and solutions in support of the customer’s mission.”

KippsDeSanto & Co. served as an exclusive financial advisor and Blank Rome LLP served as legal advisor to MacB. Macquarie Capital served as financial advisor and Schulte Roth & Zabel LLP served as legal advisor to Alion in the transaction.

About Alion Science and Technology

At Alion, we combine large company resources with small business responsiveness to design and deliver engineering solutions across six core capability areas. With an 80-year technical heritage and an employee-base comprised of more than 30% veterans, we bridge invention and action to support military readiness from the lab to the battle space. Our engineers, technologists, and program managers bring together an agile engineering methodology and the best tools on the market to deliver mission success faster and at lower costs. Based just outside of Washington, D.C., we help our clients achieve practical innovations by turning big ideas into real solutions. To learn more, visit www.alionscience.com.

About Veritas Capital

Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, government services and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas Capital and its current and past investments, visit www.veritascapital.com.

About MacAulay-Brown, Inc.(MacB)

Over the past 39 years, MacAulay-Brown, Inc. (MacB) has been solving many of our Nation’s most complex National Security challenges. We are committed to delivering critical capabilities in the areas of Intelligence and Analysis, Cybersecurity, Secure Cloud Engineering, Research and Development, Integrated Laboratories and Information Technology to Defense, Intelligence Community, Special Operations Forces, Homeland Security, and Federal agencies to meet the challenges of an ever-changing world. With Corporate Headquarters in Dayton, Ohio and National Capital Headquarters in Vienna, Virginia, our 1,500 employees worldwide are dedicated to developing mission-focused and results-oriented solutions that make a difference where and when it matters most. Learn more about MacB at www.macb.com.