KippsDeSanto & Co. advises DLH Holdings Corporation on its acquisition of Grove Resource Solutions, Inc.

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KippsDeSanto & Co. is pleased to announce the acquisition of Grove Resource Solutions, Inc. (“GRSi”) by its client, DLH Holdings Corporation (NASDAQ: DLHC) (“DLH” or the “Company”).

Headquartered in Atlanta, GA, DLH a leading provider of research and development, systems engineering and integration, and digital transformation solutions to federal agencies.

Founded in 2000, GRSi is a leading technology modernization company at the forefront of cloud, cyber, digital transformation, and innovative disruption driving modernization to mission-critical systems across the government. GRSi has established a strong brand within its core federal customer base, with considerable depth and breadth supporting the National Institutes of Health (“NIH”) and the U.S. Navy.

GRSi marks the fourth acquisition DLH has made since 2016, as the Company continues to target strategic assets that enhance its core competencies and strategic positioning. Notably, GRSi adds new customer domain expertise in national security markets, while strengthening the Company’s public health and life sciences footprint. In addition, GRSi brings added capabilities depth in high growth, transformative technology areas such as agile DevSecOps and cyber.

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

  • Consolidation of government contractors of scale in well-funded markets to drive mid-tier organic competitiveness
  • High-end, next-generation technologies continue to be highly coveted growth areas given their importance to winning large scale contracts that capitalize on budgetary tailwinds
  • Value continues to be placed on companies with established client relationships, strong past performance, and solid revenue visibility on prime, unrestricted 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 175 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 Strengthens Information Technology and Cyber Capabilities through Acquisition of GRSi

December 8, 2022

Broadens Digital Transformation and IT Modernization Solutions, Paving Way for New Growth Opportunities; Webcast and Conference Call on December 13

ATLANTA, Dec. 08, 2022 (GLOBE NEWSWIRE) — DLH Holdings Corp. (NASDAQ: DLHC) (“DLH” or the “Company”), a leading provider of research and development, systems engineering and integration, and digital transformation solutions to federal agencies, today announced that it has acquired privately-held Grove Resource Solutions, Inc. (“GRSi”) of Bethesda, Maryland.

The firm, with approximately 700 employees, provides a broad array of cloud-based enterprise modernization and cyber security solutions to numerous civilian and military federal agencies, most notably the National Institutes of Health (NIH), U.S. Navy (USN), and U.S. Marine Corps (USMC), among others.

“We are thrilled to begin a new era at DLH with the acquisition of GRSi,” said Zach Parker, DLH President and CEO. “Through this landmark transaction, we elevate our information technology and engineering capabilities, while adding the scale we need to thrive in an increasingly competitive marketplace. GRSi’s high-end IT and technical capabilities serving scientists, researchers, and system engineers have earned the company a reputation for excellence, and we expect that our unified organization will build upon those achievements to drive accelerated growth for DLH in the near- and long-terms. GRSi’s highly credentialed workforce features some the best and brightest technology leaders in our industry. We could not be more excited to welcome the entire team into the DLH family.”

GRSi was purchased for $185.0 million, or $157.9 million net of transaction-related tax benefits worth approximately $27.1 million on a net present value basis. The purchase price includes $178.0 million of cash and $7.0 million of equity. DLH estimates that GRSi will contribute annualized revenue of approximately $140 million to the Company going forward, and the firm’s backlog was approximately $550 million at closing. GRSi will be a wholly owned subsidiary of DLH Holdings Corp., and current GRSi key operations leaders are expected to remain with DLH in leadership roles.

“From culture and values, to market presence and capabilities, we believe that DLH is an ideal partner for GRSi,” added David Affeldt, President & CEO of GRSi. “Working with Zach and his team has reinforced our belief that this transaction will yield an impressive platform for achieving our joint objectives for years to come. DLH has the capabilities, customers, and culture that will enhance those of our own – resulting in a dynamic, improved provider of essential services to federal customers.”

DLH financed the acquisition through an amendment to its existing secured credit facility. First National Bank of Pennsylvania acted as agent, and F.N.B. Capital Markets, M&T Bank, and Atlantic Union Bank acted as joint lead arrangers. The credit facility was comprised of a syndicated term loan of $190 million and a revolving credit facility of $70 million. Additional terms of the transaction and financing arrangements will be available in the Company’s SEC filings.

Conference Call and Webcast

DLH will host a conference call and webcast for investors and analysts at 10:00 a.m. Eastern Time on December 13, 2022 during which members of senior management will review a presentation (already posted on the Company’s website) focused on the GRSi transaction. A question-and-answer session will follow. Interested parties may listen to the conference call via webcast or by dialing 888-347-5290 or 412-317-5256. A digital recording will be available for replay two hours after completion of the call and can be accessed on the DLH Investor Relations website or by dialing 877-344-7529 and entering conference ID 5841865.

Advisors

KippsDeSanto & Co. served as financial advisor to DLH. Holland & Knight, LLP and Becker & Poliakoff LLP served as legal advisors to DLH as part of this transaction. Baker Tilly, Lockton Companies, and Wolf Den Associates provided consulting services to DLH in connection with the acquisition. Baird served as financial advisor to GRSi.

About DLH

DLH (NASDAQ:DLHC) delivers improved health and readiness solutions for federal programs through research and development, systems engineering and integration, and digital transformation. The Company’s experts in public health, performance evaluation, and health operations solve the complex problems faced by civilian and military customers alike, leveraging digital transformation, artificial intelligence, advanced analytics, cloud-based applications, telehealth systems, and more. With over 2,500 employees dedicated to the idea that “Your Mission is Our Passion,” DLH brings a unique combination of government sector experience, proven methodology, and unwavering commitment to public health to improve the lives of millions. For more information, visit https://www.dlhcorp.com/.

About GRSi

GRSi is a federal services provider specializing in technology, business solutions, and research and engineering. For nearly 20 years, GRSi has provided innovative service solutions to meet the nation’s most pressing challenges. GRSi, named Maryland Tech Council’s Government Contracting Company of the Year for 2021, is an industry-leading professional technical and engineering services company delivering next-generation systems engineering, cybersecurity, technology insertion, and best practices-based Enterprise Operations management to federal, defense, intelligence, and commercial clients worldwide. Find out more at https://grsi.com/.