MISSION SUCCESS

At McAleese & Associates, a preeminent Government Contracts law practice based in Washington, D.C., we pride ourselves on what we are able to attain for our clients. Over the years we have had many significant successes-both large and small. While we have had a number of victories in a traditional courtroom setting, we highlight here some of the more prominent transactional victories we have achieved over the past several years. Please contact us at info@mcaleese.com if you would like more information on any of these topics.

SELECT EXAMPLES OF McALEESE& ASSOCIATES, P.C. "DISCRIMINATORS:"

A)	McAleese & Associates, P.C. served as the Strategic Advisor for Northop Grumman Corporation during the acquisition of TRW, Inc. This involved a number of critical issues because the acquisition was initiated on a hostile basis, against the wishes of TRW Management. Immediate issues that had to be confronted included legal obstacles raised by various Ohio anti-takeover laws, coupled with an independent evaluation of a fair price for the disparate TRW conglomerate. Significant financial analysis was also required to evaluate the independent value of TRW under the TRW Restructuring Plan. McAleese evaluation also included the competitive ability for TRW Space & Electronics to maintain its competitive advantage as a $1.2B stand-alone spacecraft house. Additional priorities included product comparison and product groupings for expertise with the other potential acquirers, including Lockheed Martin, Boeing, General Dynamics, and BAE SYSTEMS. Additional financial analysis had to be conducted to objectively value the TRW shareholder benefits from each of those potential combinations. Significant effort was then expended in addressing potential concerns of the Department of Defense and to the Department of Justice. This included a particular emphasis on anticipating and accommodating the concerns of impacted competitors, particularly in both future military spacecraft production and also battle management capabilities. This also required evaluation from the perspective that key National Security stakeholders would likely take, and the development of specific remedies to ensure that those concerns were properly addressed. Results were the successful acquisition of TRW by Northop Grumman, followed by a complete acquisition in late December 2002.
B)	Successfully Supported Northrop Grumman in Acquisition of Newport News Shipbuilding. McAleese & Associates, P.C. played a critical role in defining and presenting the key issues involving preservation of the Defense Industrial Base; Antitrust/Competition; Cost Savings; Stakeholder concerns at all levels; and budgetary/appropriations issues. This effort included (1) constant surveillance of the fluid situation; (2) constant recommendations to identify priority issues and resultant strategy; (3) anticipating, evaluating, and responding to concerns expressed by both National Security Stakeholders, and also to arguments raised by other impacted contractors; (4) drafting detailed White Papers and Briefings for both DoD and Justice Department; and (5) objectively articulating key competition arguments publicly to fully educate both the National Security and Financial Communities of developments in real-time.
C)	Driving consensus of National Security Stakeholders, Industry, and Shareholders of the need for a compelling "National Security/Business" Model. Given the meticulous cost-accounting structures of government contracting, contractors in defense-unique, Research & Development-intensive areas must have constant capital infusion, via issuance of stock or debt, to develop new areas of technical expertise, and even to capitalize the front-end of major production programs. The new Administration has clearly committed to "lightning-strike" land forces, "deep-strike" air assets, and "littoral-strike" naval combat, in addition to layered Theater and National Missile Defense (NMD). However, much of the success of those combat doctrines -- particularly in Asia -- will be dictated by breakthroughs in critical "leap-ahead" technologies in defense-unique, R&D-intensive capabilities. These dual mandates require that DoD work hand-in-hand with those responsive contractors to restructure troubled legacy programs and to establish clear risk-to-reward relationships to generate the critical mass to aggressively drive breakthroughs in transformational technologies. A Compelling "National Security/ Business Restructuring" Model is Critical to Long-Term U.S. National Security-Briefing Book A Compelling "National Security/ Business Restructuring" Model is Critical to Long-Term U.S. National Security-Accompanying slides prior to September 11, 2001 Revised National Security/Business Model Recommendations in the Wake of September 11, 2001 Acts-of-War A Compelling "National Security/ Business Restructuring" Model is Critical to Long-Term U.S. National Security - Presentation at University of Minnesota, October 2001
D)	Introducing New "Military-Financial Complex" Model for National Security. This requires that we decisively re-dedicate ourselves to ensuring that all actions are comprised of both a "compelling National Security Case" and a "compelling Business Case." The message in the Briefing Charts is to declare the old "Military/Industrial Complex" dead, and introduce the new "Military/Financial Complex" in its place. Clearly, Wall Street must have an integral seat at the table. Similarly, Industry must adopt an "Up-or-Out" commitment under the Full Subsystem Capability Model. We, in Industry, must also demonstrate a compelling "National Security Case/Business Case" to justify the restructuring of major programs to rejuvenate the long-term health of the U.S. defense industrial base. Lastly, and just as importantly, key National Security "Stakeholders" must then consciously couple the restructuring of big ticket programs, with strong support to consolidate the mid-tier industrial base, to create two World-Class Full Subsystem Capability Suppliers in various sectors for future platform competitions. Ultimately, Shareholders will then reward those respective Full Subsystem Capability Suppliers by taking long-term positions which will inject the necessary capital to sustain long-term health of key defense-unique technologies. McAleese Aerospace & Defense State of the Union Address: Creation of the Military/Financial Complex
E)	Successfully supported Northrop Grumman acquisition of Litton Industries. The acquisition of Litton Industries by Northrop Grumman not only sustains critical mass in such defense-unique, R&D-intensive areas as Electronic Countermeasures (ECM), but it creates sufficient overall mass to enable Northrop Grumman to compete effectively as one of the U.S. "Big 3." It will also enable the Navy/DoD to benefit from the disciplined Northrop Grumman history of successful business "turn-arounds." This will result in long-term cost-savings, particularly in anemic ship construction accounts. McAleese & Associates, P.C. supported the objective evaluation of competitive impacts in such areas as shipbuilding, ECMs, and the avoidance of "Vertical Integration" in shipbuilding programs. We also supported the development of both program models and tools to clarify that there could be no threat of improper Vertical Integration of Northrop Grumman electronics into Litton Ships due to the clear separation of Hull/Mechanical/Electrical (HME) subsystems from combat systems integration under current Navy acquisition strategies.
F)	Successfully protected long-term competition in several "high-end" defense electronics markets during attempted Lockheed Martin acquisition of Northrop Grumman. Within specific electronics subsystems, legitimate concern arose that "Vertical Integration" could threaten lives of American pilots from potential lack of continued incentive for "cutting-edge" innovation in several defense-unique, R&D-intensive subsystems. (This did not result from any bad faith on the part of the merging parties, but from the incremental delegation of subsystem selection by DoD to platform prime contractors through various Acquisition Reforms, and the potential incentive for platform primes to then favor "make" decisions in subsystem make-or-buy selections to minimize revenue erosion as key tactical aircraft programs were "stretched" and "fly-away" quantities were reduced due to budgetary constraints). On behalf of a particularly-impacted ECM contractor, McAleese & Associates, P.C. carefully evaluated competition, technical innovation, and price impacts in multiple ECM relevant product markets -- from both horizontal and vertical perspectives on a program-by-program basis -- to ensure that compelling national security interests fully justified advocating for a restructuring of Lockheed Martin's planned acquisition. We then crafted the program-specific arguments for divestiture of redundant ECM capability, to maintain two industry houses with full-ECM capabilities, as historically-separate countermeasure subsystems evolved into multi-mission ECM subsystems. We then successfully defended both the horizontal and vertical arguments on multiple occasions during the DoD/Justice antitrust factual deliberations, and also during the highly-controversial public "Vertical Integration" debates that arose as a direct result of such industry-wide concerns. These ultimately translated into five of the eleven Counts in the Complaint filed by the Department of Justice against the proposed merger, which was then abandoned by the Parties. Aerospace Industry Consolidation - News from the Front Lines -
G)	Supported CAE Inc. in successful acquisition of BAE SYSTEMS Flight Simulation and Training (formerly Reflectone) for $80 million during aggressive auction process. McAleese & Associates, P.C. supported program and operational valuations of Reflectone (primarily C-130 and rotary-wing simulators) from both the strategic CAE/BAE SYSTEMS perspective and on stand-alone bases. On behalf of CAE Inc., we worked with Seller to ensure mutual consensus of de minimis risks that transaction would fail to receive regulatory approval in the face of CAE Inc's holding of almost 80% of commercial flight simulator markets (due to CAE's resolve to wholly-fund evolution of defense-unique "technical discriminators," as well as major production efficiency increases inherent in CAE Inc.'s large commercial operations). We then fully-supported all Hart-Scott-Rodino (HSR) antitrust filings and informational briefings to both DoD and Justice to successfully secure regulatory approval without a Second-Request-for-Information and, without any consent conditions.
H)	Supported $220 million sale of General Research Corporation International (GRCI) to AT&T. The integral mating of the national security assets of GRCI and AT&T fosters greater competition by finally granting GRCI both the financial capability and a full product range to aggressively compete against much larger contractors on high-risk C4ISR networks. McAleese & Associates, P.C. supported the GRCI Team in due diligence disclosures. We also evaluated the respective GRCI and AT&T core competencies, and then crafted various national security bases to support acquisition of GRCI by AT&T, despite initial public skepticism of the benefits in both classified and unclassified C4ISR areas. We then prepared all antitrust filings and informational briefings for GRCI to support successful regulatory approvals to close sale to AT&T without a Second-Request-for-Information, and without any consent conditions. The Strategic Combination of the National Security Assets of GRC International, Inc. and AT&T National Information Systems is Supported by a Compelling National Security Case The GRCI/AT&T Merger's Importance To National Security
I)	Successfully educating key Pentagon, Administration, and Congressional "Stakeholders" that trans-atlantic consolidation of U.S./NATO defense contractors is critical to pre-empting the formation of "Fortress Europe." The Revolution-in-Military-Affairs commitment for DoD to fight in concert with NATO Allies is inconsistent with all-weather, real-time use of "smart weapons," absent "inter-operability" in key areas such as C4ISR, rapid mobility, and logistics. Unlike past co-development programs, "commingling" trans-atlantic technology pools via U.S./NATO industrial base consolidation will generate key "enabling technologies" and directly save American lives on the battlefield. Aerospace Industry Consolidation - The Supplier Race to Acquire or Strategically Ally - Trans-Atlantic Aerospace & Defense Consolidation - At the Cross-Roads-
J)	Successfully qualified French Government-owned Messier-Dowty/SNECMA, as a strong U.S. competitor for critical U.S. military aircraft landing gear subsystems during merger of Goodrich and Coltec. This was an enormous success, because antitrust caselaw historically only allowed U.S. contractors to be considered as "market participants" in relevant DoD markets. Qualification of our client-Messier-Dowty/SNECMA as a committed U.S. market competitor for DoD programs -- despite its majority ownership by the French Government -- was absolutely vital to protecting the Goodrich/Coltec merger in the face of vehement public, political and legal opposition by both Crane Co. and AlliedSignal. Conversely, our ability to successfully secure DoD Customer commitments to support a French Government-owned contractor, on both specific programs and overall DoD market basis, was critical to Messier-Dowty/SNECMA's commitment to substantially increase its presence in the U.S. to compete against a combined Goodrich/Coltec. Under these unique circumstances, McAleese & Associates, P.C. successfully supported Messier-Dowty in educating key DoD and FTC Stakeholders that (1) Messier-Dowty would significantly increase DoD competition, particularly in long lead-time titanium landing gear, and (2) there was no basis to opposition speculation (by other interested aerospace contractors) that the French Government could cripple DoD aircraft programs by ordering SNECMA to cease performance in event of a U.S.-French political dispute, along with a host of other anti-French allegations, e.g. sole source landing gear selection for Airbus production, violation of subsidies agreements (CASP), etc.