In this episode of The Blackletter Podcast, host Tom Dunlap sits down with Wright Lewis, partner at Dunlap Bennett & Ludwig, to break down the unique challenges of mergers and acquisitions (M&A) in the government contracting (GovCon) space.

Unlike traditional M&A, GovCon deals involve regulations, set-asides, security clearances, and novation requirements that can make or break a transaction. Wright shares expert insights on what contractors, buyers, and sellers need to know before heading to market.

Key topics covered:

• GovCon M&A vs. traditional M&A – why stock purchases dominate and how novation impacts deals.
• Handling facilities clearances and personnel clearances during acquisitions.
• The role of set-aside contracts (8(a), WOSB, SDVOSB, etc.) and how they affect valuations.
• Organizational Conflicts of Interest (OCIs) and how to manage them in due diligence.
• Market uncertainty from DOGE contract terminations and SBA rule changes.
• Which sectors are rising in value (AI, cyber, defense, intelligence) vs. which are under pressure.
• Strategic advice for GovCon sellers:

1. Market timing around set-aside expiration deadlines.
2. Diversifying contracts and clients to reduce risk.
3. Maximizing backlog and margins before going to market.
4. Making yourself redundant as a seller to increase buyer confidence.

Wright and Tom also touch on earn-outs, revenue concentration risks, and why buyers are inserting new protective clauses into GovCon transactions in today’s uncertain environment.

🔗 Resources Mentioned in the Episode:

• Wright Lewis Bio – Dunlap Bennett & Ludwig
• Smart Business Dealmakers Podcast: Wright Lewis Deep Dive on GovCon M&A
• DBL Articles on GovCon & M&A