KeyW Announces Definitive Merger Agreement with Jacobs

KeyW Announces Definitive Merger Agreement with Jacobs

  

Fried Frank acted as counsel to Jacobs Engineering Group in its definitive agreement to acquire KeyW Holding Corporation. The transaction has an enterprise value of approximately US$815 million. In addition to Jacobs, the acquisition of KeyW includes Atom Acquisition Sub, Inc. (Merger Sub), a newly created wholly owned indirect subsidiary of Jacobs. Pursuant to the terms of the merger agreement, Merger Sub will conduct an all-cash tender offer for 100% of KeyW's common stock and, subject to the successful completion of the offer, Merger Sub will merge with and into KeyW, resulting in KeyW becoming a wholly owned indirect subsidiary of Jacobs. Jacobs provides a full spectrum of services, including scientific, technical, professional, and construction, as well as program-management for business, industrial, commercial, government, and infrastructure sectors. KeyW Holding Corporation provides cyber security and cyber superiority solutions to defense, intelligence, and national security agencies. The transaction is expected to be completed by August 31, 2019.
 
The Fried Frank deal team was led by corporate partners Christopher Ewan and Amber Meek and included 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.

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