KeyW’s $815 Million Merger with Jacobs


Guggenheim Securities, LLC served as the exclusive financial advisor to KeyW. Weil, Gotshal & Manges LLP served as external legal counsel to KeyW. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as external legal counsel to Jacobs and Barclays is serving as its exclusive financial advisor.

The KeyW Holding Corporation (NASDAQ:KEYW) has signed a definitive agreement and plan of merger with Jacobs (NYSE: JEC) and Atom Acquisition Sub, Inc., a newly created wholly owned indirect subsidiary of Jacobs, to be acquired by Jacobs for $11.25 per share in cash. The transaction has an enterprise value, net of tax assets, of approximately $815 million, including an estimated $272 million of KeyW net debt. The merger consideration represents a premium of 43% to KeyW’s closing stock price on April 18, 2019. KeyW is a leader in intelligence, cyber and mission IT and analytics in the intelligence and national security communities.

Pursuant to the terms of the Merger Agreement, Merger Sub will conduct an all-cash tender offer for 100% of KeyW’s common stock (the “Offer”) and, subject to the successful completion of the Offer, Merger Sub will merge with and into KeyW (the “Merger”) resulting in KeyW becoming a wholly owned indirect subsidiary of Jacobs. The Merger Agreement was unanimously approved by the members of each company’s Board of Directors voting on the transaction.

Under the terms of the Merger Agreement, Jacobs will commence the Offer as promptly as practicable. Any shares of KeyW common stock not tendered in the Offer will be acquired by Jacobs in the Merger and the holders thereof will be entitled to receive the per share merger consideration. The KeyW Board intends to recommend that KeyW shareholders tender their shares to Jacobs in the Offer.

Weil advised The KeyW Holding Corporation with a team including Mergers & Acquisitions partners Frederick Green and Eoghan Keenan, Mergers & Acquisitions associates Christina De Vuono, Daniel Waxman and Daniel Sotsky (Not Yet Admitted in New York); Capital Markets partner Faiza Rahman; Technology & IP Transactions partner Jeffrey Osterman; Tax partner Marc Silberberg; Executive Compensation & Benefits partner Paul Wessel; Cybersecurity, Data Privacy & Information Management partner Randi Singer; Antitrust/Competition partner Laura Wilkinson; Capital Markets associate Michael Stein; Technology & IP Transactions associate Luis Gonzalez; Tax associate Sidney Chiang; Executive Compensation & Benefits associates Craig Olshan and Tamara Roth; Complex Commercial Litigation associate Eliza Cotter; Employment Litigation associate Ami Zweig; and Antitrust/Competition associates Jonathan Cheng and Xiaoxi Tu.

Fried Frank acted as counsel to Jacobs Engineering Group with a team including corporate partners Christopher Ewan, Amber Meek, corporate partner Michael T. Gershberg; antitrust and competition partner Nathaniel L. Asker; executive compensation & ERISA partner Amy L. Blackman; litigation partner Joshua D. Roth; tax partner Michael J. Alter; corporate special counsel Howard A. Fine; environmental special counsel Donna Mussio; litigation special counsel Michael J. Anstett; corporate associates Shannon M. Collins, Kendra Clark, Paul C. Lee, Hana Nah, and Brett C. Pedvis; antitrust and competition associates Kay Jebelli and Matthew E. Joseph; environmental associate Samuel K. Dykstra; executive compensation & ERISA associates Stephanie Matko and Michelle L. Roter; intellectual property and technology associates Daniel E. Stern and Marli Sussman; litigation associates Megan M. Howe, Courtney D. Morphet, and Neaha P. Raol; tax associate Karen Li; corporate law clerk Aleksandr Galinskiy; and litigation law clerk Avani Uppalapati.

Involved fees earner: Michael Alter – Fried Frank Harris Shriver & Jacobson; Michael Anstett – Fried Frank Harris Shriver & Jacobson; Nathaniel Asker – Fried Frank Harris Shriver & Jacobson; Amy Blackman – Fried Frank Harris Shriver & Jacobson; Kendra Clark – Fried Frank Harris Shriver & Jacobson; Shannon Collins – Fried Frank Harris Shriver & Jacobson; Samuel Dykstra – Fried Frank Harris Shriver & Jacobson; Christopher Ewan – Fried Frank Harris Shriver & Jacobson; Howard Fine – Fried Frank Harris Shriver & Jacobson; Michael Gershberg – Fried Frank Harris Shriver & Jacobson; Megan Howe – Fried Frank Harris Shriver & Jacobson; Kay Jebelli – Fried Frank Harris Shriver & Jacobson; Matthew Joseph – Fried Frank Harris Shriver & Jacobson; Paul Lee – Fried Frank Harris Shriver & Jacobson; Karen Li – Fried Frank Harris Shriver & Jacobson; Stephanie Matko – Fried Frank Harris Shriver & Jacobson; Amber Meek – Fried Frank Harris Shriver & Jacobson; Courtney Morphet – Fried Frank Harris Shriver & Jacobson; Donna Mussio – Fried Frank Harris Shriver & Jacobson; Hana Nah – Fried Frank Harris Shriver & Jacobson; Brett Pedvis – Fried Frank Harris Shriver & Jacobson; Neaha Raol – Fried Frank Harris Shriver & Jacobson; Michelle Roter – Fried Frank Harris Shriver & Jacobson; Joshua Roth – Fried Frank Harris Shriver & Jacobson; Daniel Stern – Fried Frank Harris Shriver & Jacobson; Marli Sussman – Fried Frank Harris Shriver & Jacobson; Jonathan Cheng – Weil, Gotshal & Manges; Sidney Chiang – Weil, Gotshal & Manges; Eliza Cotter – Weil, Gotshal & Manges; Christina De Vuono – Weil, Gotshal & Manges; Luis Gonzalez – Weil, Gotshal & Manges; Frederick Green – Weil, Gotshal & Manges; Eoghan Keenan – Weil, Gotshal & Manges; Craig Olshan – Weil, Gotshal & Manges; Jeffrey Osterman – Weil, Gotshal & Manges; Faiza Rahman – Weil, Gotshal & Manges; Tamara Roth – Weil, Gotshal & Manges; Marc Silberberg – Weil, Gotshal & Manges; Randi Singer – Weil, Gotshal & Manges; Michael Stein – Weil, Gotshal & Manges; Daniel Waxman – Weil, Gotshal & Manges; Paul Wessel – Weil, Gotshal & Manges; Laura Wilkinson – Weil, Gotshal & Manges; Ami Zweig – Weil, Gotshal & Manges;

Law Firms: Fried Frank Harris Shriver & Jacobson; Weil, Gotshal & Manges;

Clients: Jacobs Engineering Inc.; Keyw Holding Corporation;

Print Friendly, PDF & Email
Avatar

Author: Ambrogio Visconti