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ManTech acquired by The Carlyle Group

ManTech will be taken private through a $4.2B all-cash buyout

On Monday, ManTech (Nasdaq: MANT) agreed to be acquired by private equity specialist The Carlyle Group Inc. (Nasdaq: CG) — the same investment firm that purchased Booz Allen Hamilton (BAH) after BAH split from Booz & Co. in 2008, took BAH public in a 2011 IPO and remained a stockholder until 2016. ManTech has been a publicly traded company since its IPO in 2002. Carlyle agreed to pay $96 per share for ManTech (on Friday, May 13, ManTech’s stock closed at $81.97 per share); taking into account ManTech’s $240 million in net debt, the total transaction value will be $4.2 billion, or roughly 1.6 times ManTech’s trailing 12-month (TTM) revenue of $2.596 billion as of 1Q22.

The sale to Carlyle ends 3 months of speculation about ManTech’s future

ManTech co-founder and longtime CEO (40 years) and Chairman (42 years) George Pedersen stepped down as chairman of the board in 2020 and officially retired from the company’s board in February 2022. His retirement from the board sparked rumors that the company was for sale, and industry observers wondered what would become of Pedersen’s controlling block of voting shares. According to ManTech’s 2021 10-K report, Pedersen held 32% of the common stock as well as nearly 83% of the combined voting power vis-à-vis Class B stock ownership. A Reuters report on Feb. 2 suggested that Pedersen’s family wanted to resolve his estate plan following his retirement, including exploring options for his controlling stake. Carlyle’s per-share purchase price represents a 32% premium on the price of ManTech’s stock as of market close on Feb. 2.

Private equity steps up to buy ManTech, perhaps in lieu of peer interest

When rumors surfaced that ManTech was for sale, it was initially thought that ManTech’s acquirer would be a federal IT peer. Leidos, federal IT’s largest traditional systems integrator, was on the short list of potential buyers. Even after spending over $2.5 billion during 2020 and 2021 on acquisitions, Leidos (NYSE: LDOS) entered 2022 flush with liquidity after back-to-back years of record sales and backlog, sustained profitability, and stronger-than-expected cash from operations in 2021. Leidos certainly had the fiscal war chest to support another strategic purchase, even as it retires debt from its recent acquisition spree.

General Dynamics Technologies (GDT), specifically GDT’s Information Technology (GDIT) segment, was considered a potential buyer, having fiscal resources on par with Leidos, thanks to a corporate parent with a $60-plus billion market capitalization. GDIT has completed its acquisition of CSRA, purchased in 2018 for $9 billion, but the integration process was protracted, reviving speculation that originally surfaced around GDIT’s troubled purchase of Vangent in 2011 that the company struggles to assimilate acquired peers.

Parsons (NYSE: PSN), a longtime construction contractor for the Department of Defense (DOD) and a more recent entrant into the federal IT fray, was also thought to have an interest in ManTech as a way to continue diversifying its portfolio by building out its federal IT capabilities. Buying ManTech would have immediately garnered Parsons the scale to support large federal IT modernization programs, as well as a sizable presence in the Intelligence Community (IC). (ManTech is estimated to generate $1 billion annually from the IC.) However, Parsons would have been forced to rely more heavily on stock to facilitate the transaction, and it was thought the Pedersen family would be less amenable to such an arrangement.

Buying ManTech would have imparted similar benefits upon KBR Inc. (NYSE: KBR) (about $5 billion in federal IT revenue), also believed to be a potential buyer looking to diversify its solutions focus into federal enterprise technology but facing the same potential challenges structuring the transaction in a way that would be favorable to the Pedersen family’s preferences.

Serial federal IT acquirer CACI International (NYSE: CACI) was also rumored to be in the mix to purchase ManTech, which would have expanded CACI’s annual federal IT revenue base ($5.8 billion as of 4Q21 on a TTM basis) past $8 billion in total value, surpassing BAH ($7.9 billion as of 4Q21 on a TTM basis) and SAIC ($7.3 billion as of 4Q21 on a TTM basis), and significantly narrowing the gap with Leidos ($11.8 billion as of 4Q21 on a TTM basis) and GDT (also $11.8 billion as of 4Q21 on a TTM basis, though this includes roughly $4 billion from GDT’s Mission Systems group).

With its recent purchases of Bluestone Analytics (3Q21), an unidentified space-focused company (also in 3Q21), SA Photonics (4Q21) and ID Technologies (1Q22), it appears that the focus of CACI’s M&A strategy is on expanding the company’s high-end, high-margin technology capabilities, particularly in areas that enable wallet-share gains with existing clients in the DOD and IC. CACI’s acquisitions of SA Photonics and ID Technologies also showcase CACI’s preference for leveraging M&A to capture first-mover advantage in solution areas or markets in which the company expects to experience accelerating demand from its core DOD and IC customers.

In addition to its large IC footprint, ManTech is a long-standing IT contractor to the DOD, particularly with its suite of cybersecurity solutions. ManTech’s legacy with the DOD and IC, along with its highly regarded security offerings, would have added value to any of the federal IT peers rumored to be interested acquirers, or other well-funded federal IT competitors (e.g., Accenture Federal Services [AFS], CGI Federal or SAIC). However, ManTech has been a margin laggard in TBR’s Public Sector IT Services Benchmark report in terms of relative operating margin performance. ManTech has been ranked ninth or lower (out of 13 benchmarked companies) in the benchmark report since 2013.

We believe that despite the lucrative nature of its cybersecurity offerings and its operations in the IC, ManTech has largely retained a high emphasis on labor-based services, keeping its margin performance below that of peers. Also impeding relative profitability is ManTech’s focus on being a low-cost but technically acceptable contractor, while peers like CACI, Leidos, BAH and GDT have increasingly recruited superior talent to support a more aggressive pivot up the value chain with their offerings (AI, analytics, cloud, high-end defense platforms, C5ISR [command, control, computers, communications, cyber, intelligence, surveillance and reconnaissance]). In short, ManTech’s federal IT peers might have viewed acquiring ManTech as too margin-dilutive, particularly as a strategic acquisition. TBR also notes that ManTech’s top-line performance has been impeded by the drawdown of military operations in Iraq and Afghanistan over the last decade, while its efforts to expand its footprint in the federal civilian market seemed to stall during late 2021.

Ultimately, it was The Carlyle Group, with over $325 billion in assets under management as of March 31, 2022, that made the purchase. We are not aware of the terms of any competing offers, though we believe ManTech did garner some interest from fellow investment group Veritas Capital — the private equity backer of the three-way merger between Peraton, Perspecta and Northrop Grumman’s IT services unit in early 2021. We expect Carlyle will implement across-the-board cost rationalizations following the acquisition (likely accelerating workforce attrition in an already fiercely competitive federal IT labor market). Carlyle’s deep fiscal pockets will provide ample funding for additional acquisitions to expand ManTech’s suite of offerings in AI, analytics, automation, advanced cybersecurity (e.g., cognitive security), systems engineering and solutions at the tactical edge.

In the end, ManTech may return to publicly traded status as a larger and more profitable federal IT peer with a broader and more lucrative suite of solutions better aligned with the federal embrace of digital technologies, in a scenario more reminiscent of BAH’s IPO in 2011 after three years of Carlyle’s restructuring. Conversely, Carlyle’s ultimate goal may be to sell ManTech to a larger federal IT peer with the fiscal wherewithal for a strategic purchase that will either further cement its leadership position (e.g., Leidos, GDT, BAH or SAIC) or catapult its scale (e.g., CACI, AFS, CGI Federal or even IBM Consulting) into direct contention with established federal IT leaders.

TBR releases exclusive webinar content from 2022 Prediction series

Technology Business Research, Inc. (TBR) announces on-demand availability of all of our 2022 Predictions webinars. Predictions is an annual special series examining market trends and business changes in key markets, such as cloud, IT services, digital transformation and telecom.

2022 Predictions: IT Services, Management Consulting, Federal IT Services and Global Delivery


Join Practice Manager and Principal Analyst Patrick Heffernan, Principal Analyst Boz Hristov, Senior Analyst John Caucis, Senior Analyst Elitsa Bakalova and Senior Analyst Kelly Lesiczka for an in-depth look at TBR’s predictions for the IT services market, including management consulting, federal IT services and global service delivery, in 2022 as well as trends they expect to see during the year.

Don’t miss:

  • Services is still people, even as compelling new forces like environmental, social & governance initiatives and emerging technologies challenge IT services vendors  
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  • Federal spending priorities shifting to favor civilian agencies
  • Fallout from the pandemic will lead to the most disruptive year in global delivery since the start of outsourcing

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and REGISTER to reserve your space.

Related content: 

  1. Top 3 Predictions for IT Services 
  1. Top 3 Predictions for Management Consulting 
  1. Top 3 Predictions for Federal IT Services 
  1. Top 3 Predictions for Global Delivery 

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Top 3 Predictions for Federal IT Services in 2022

Where the money flows, IT services follow

Federal spending priorities shifting to favor civilian agencies

In three areas, the Biden administration’s pivot from defense spending to shoring up civilian agencies will have immediate effects on the federally focused IT services vendors. First, accelerated cloud adoption and new spending bringing cloud to civilian agencies will create partnerships and acquisition opportunities, as well as additional revenue streams. Second, IT services vendors well positioned for that pivot will increase their market share. Third, increased AI, analytics and cybersecurity deployments, supported by new federal dollars flowing to civilian agencies, will further separate federally focused IT services vendors that have built capabilities and talent during the last several years.

Civilian sector IT spending has recovered vigorously from the COVID-19 trough in 2020, thanks to civilian agencies’ ongoing drive to digitize their IT infrastructures, and the shifting budget objectives of the Biden administration will further accelerate civilian IT outlays. Health IT is emerging as a major growth driver on the civilian side, owing to ongoing COVID-19 response initiatives, electronic health record modernization, and IT projects to enhance the interoperability of health IT environments in the federal, state and local government sectors. Even amid the expected deceleration in defense spending, the Pentagon will leverage cloud infrastructures to connect IT platforms for combat operations across service branches, while cloud computing will become essential to transmitting, sorting and analyzing mission data.

Federal systems integrators also have an eye on the transformative technologies and methodologies that are becoming commonplace in the digital modernization of federal IT infrastructures. For example, federal IT services vendors will increasingly utilize low code as they execute cloud implementations, enabling the rapid development and scale-up of cloud-based software tools. Federal IT contractors are also pondering the effects of 5G and quantum on cybersecurity, while upgrading existing mobile and IT communications systems into more open and interoperable networks embedded with AI and analytics technologies.

2022 federal IT services predictions

  • Increased U.S. federal cloud spending upends the IT services market
  • Vendors prepared for flattening defense budgets and accelerated civilian spend will see early gains
  • Investment in advanced digital technologies will accelerate across all federal sectors

Send me a free copy of TBR’s Top 3 Predictions in Federal IT Services in 2022

Telecom Business Research’s 2022 Predictions is a special series examining market trends and business changes in key markets. Covered segments include cloud, telecom, devices, data center, and services & digital.

Peraton’s purchase of Perspecta: The latest move in the quest for scale in federal IT

Scale is king

Peraton’s purchase of Northrop Grumman’s (NYSE: NOC) IT services business and pending acquisition of Perspecta (NYSE: PRSP) are clearly aimed at obtaining the scale necessary to compete for large enterprise and digital transformation deals, which have become common in the public sector IT services market.

Peraton is hardly the first in this space to make such transformative purchases. SAIC (NYSE: SAIC) made two large acquisitions in two years with Engility and Unisys Federal in 2019 and 2020, respectively; General Dynamics IT (NYSE: GD) purchased CSRA in 2018; and Leidos (NYSE: LDOS) perhaps started the trend with its purchase of Lockheed Martin (NYSE: LMT) Information Systems & Global Solutions (IS&GS) in 2016. As federal agencies seek to modernize and transform their operations to take advantage of emerging technologies such as cloud, 5G, AI, machine learning, and AR and VR, large monolithic deals, such as the Next Generation Enterprise Networks Recompete (NGEN-R), Defense Enterprise Office Solution (DEOS), Global Solutions Management – Operations II (GSM-O II) and Joint Enterprise Defense Infrastructure (JEDI), among others, illustrate the importance of being able to deliver these technologies and surrounding services at scale.

Companies such as Leidos, General Dynamics Technologies (GDT) and Booz Allen Hamilton (NYSE: BAH) have come out as the clear winners on the vast majority of multibillion-dollar deals like the ones mentioned above, thanks largely to their ability to deliver digital transformation at scale and proven past performance. TBR believes this trend is only going to become more pervasive in 2021 as the federal government pursues continued IT modernization across defense, intelligence and civilian agencies. Alternatively, if the federal government begins to move toward smaller contracts in terms of total value and/or duration, Peraton’s newly acquired scale would no longer be an asset. However, this is likely only a long-term concern, as the federal government shows no signs of ramping down contract sizes or duration for the foreseeable future.  

Why Perspecta had to die

Perhaps nothing illustrates the importance of scale more than the death of Perspecta. When the company was formed from the merger of DXC Technology’s (NYSE: DXC) public sector business with Vencore and KeyPoint Government Solutions in 2018, the clear intention was to create a federally focused contractor of scale that could compete for the large transformative deals that have become commonplace. Most important among these was the NGEN-R contract, whose predecessor, the NGEN contract, was held by Perspecta and represented nearly 20% of the company’s total revenue.

Despite this, Perspecta was unable to win the $7.7 billion NGEN-R, which was awarded to Leidos and will begin to ramp up in 2H21, leaving Perspecta with a loss of 19% of its total revenue, which cannot be replaced quickly enough to avoid steep losses year-to-year.

Losing the NGEN-R bid put Perspecta in a very difficult place, beyond the obvious financial burden. The company’s leadership has fielded tough questions from Wall Street about where the company is headed without NGEN-R. Perspecta has been unable to win any comparable deals, such as DEOS or GSM-O II, on which it has bid in the last year or two. Additionally, the company does not have as strong of a portfolio in emerging technologies as many of its competitors, and it is highly unlikely Perspecta on its own could have returned to growth quickly enough to appease its stakeholders. In this context, it is clear that Perspecta needed to die. With its pending sale to Peraton, there is opportunity to reemerge as a more formidable competitor in the federal IT services market, free from the burdens associated with its past failures as part of Peraton.

On Jan. 27, Perspecta announced its purchase by Peraton, a Veritas Capital portfolio company, for an all-cash price of $7.1 billion. This acquisition comes on the heels of Peraton’s purchase of Northrop Grumman’s IT services business, which closed Feb. 1 (outlined in TBR’s special report End game for Northrop Grumman’s IT services business). The resulting company, which will retain the Peraton name, will be a $7.6 billion to $7.9 billion business on a pro forma basis with approximately 24,300 employees, in TBR’s estimates.

End game for Northrop Grumman’s IT services business

On Dec. 7, Northrop Grumman announced the sale of its federal IT services operations to an affiliate of Veritas Capital, confirming rumors that began in late October with a report that the company had retained a strategic adviser to review a potential divestiture of its technology services group.

The ‘spin-merge’ will create a $3B-plus federal IT services competitor

The transaction will net Northrop Grumman (NYSE: NOC) nearly $3.4 billion in cash and involve the merger of Northrop’s federal IT and mission support businesses with Peraton, the former IT services group of Harris Corp. Peraton was acquired by Veritas in 2017 for nearly $700 million. After the deal closes during 1H21, the new entity will have an initial revenue base of between $3.2 billion and $3.4 billion, by TBR’s estimates. Northrop indicated in the Securities and Exchange Commission filing accompanying the divestiture notice that the consolidated IT operations included in the transaction would account for roughly $2.3 billion in revenue in 2020, spread across three of its four principal business groups: $1.6 billion from the Defense Systems unit, $500 million from the Mission Systems unit, and $200 million from the Space Systems segment. Peraton generated just over $1 billion in revenue in 2019, according to TBR research. Veritas has not indicated plans for an IPO for the entity, and we expect the new company will initially remain privately held but eventually be taken public.

2018 blockbuster space acquisition, 2019 restructuring, and 2020 strategic defense contract bred speculation Northrop’s IT unit was losing relevance

One might trace the genesis of the announced sale of Northrop’s IT services business back to the company’s $7.7 billion acquisition of Orbital ATK in 2018. Buying Orbital ATK expanded Northrop’s addressable market in the space and missile defense sector with capabilities in small space systems, launch vehicles and propulsion, and missiles and advanced precision munitions. Orbital ATK was rebranded as Northrop Grumman Innovation Systems following the acquisition. At the time, the bulk of Northrop’s IT services operations resided in the former Technology Services (TS) group, which was eventually folded into the larger Defense Systems (DS) unit when the company restructured its business lines in late 2019. Adding Orbital ATK generated cross-selling opportunities for TS in large-scale sustainment, logistics, cybersecurity and operations services, but a similarly expanded opportunity set for the legacy enterprise IT services segment of TS remained unclear. Likewise, it was uncertain if the $13.3 billion phase of the Ground Based Strategic Deterrent (GBSD) program that Northrop won with the U.S. Air Force in September 2020 would avail enterprise IT-related opportunities in systems integration or other offerings to the company’s TS group. GBSD will clearly generate multibillion-dollar revenue streams for the company’s Space Systems unit — evidenced by the segment’s 50%, or nearly $12 billion, sequential increase in backlog in 3Q20 that is attributable almost solely to GBSD. There may be additional pull-through opportunities for mission-enhancing capabilities provided by Northrop’s Mission Systems unit as part of GBSD. GBSD may also offer occasions for Northrop DS to provide integrated air and missile defense solutions, integrated battle command systems, training and simulation, and sustainment services.

Public sector entities besides the U.S. federal government bear a disproportionate share of pandemic-related impacts

The predominance of the U.S. federal market is on display in Figure 1 as most of the observed deceleration owes to the diminishing impact of strategic acquisitions made by federal IT vendors prior to 2019 and the sharp slowdown in overall M&A through 1Q20. The latter trend will be exacerbated by the coronavirus outbreak as acquisition activity grinds to a near complete halt in conjunction with the turbulence in global capital markets. IT spending by the civilian agencies of international governments was also affected by the pandemic, with some ongoing IT programs furloughed temporarily or indefinitely, while others saw their funding redirected to emergency public health initiatives in response to the outbreak. Buffering these headwinds was the continuance of defense modernization programs, particularly in Europe, Australia and the Middle East, though the negative effects of declining oil prices may impact the latter market.

Figure 1

TBR’s Public Sector IT Services Benchmark compares and contrasts the included vendors’ go-to-market models, recent investments and key deal wins. Additionally, the benchmark reviews a number of key financial performance metrics and highlights vendors that have been particularly successful in expanding market share and improving profitability.

While COVID-19 wreaks havoc across commercial markets, the federal IT market remains resilient

The predominance of the U.S. federal market is on display as most of the observed deceleration owes to the diminishing impact of strategic acquisitions made by federal IT vendors prior to 2019 and the sharp slowdown in overall M&A through 1Q20. The latter trend will be exacerbated by the coronavirus outbreak as acquisition activity grinds to a near complete halt in conjunction with the turbulence in global capital markets. IT spending by the civilian agencies of international governments was also affected by the pandemic, with some ongoing IT programs furloughed temporarily or indefinitely, while others saw their funding redirected to emergency public health initiatives in response to the outbreak. Buffering these headwinds was the continuance of defense modernization programs, particularly in Europe, Australia and the Middle East, though the negative effects of declining oil prices may impact the latter market.

TBR’s Public Sector IT Services Benchmark compares and contrasts the included vendors’ go-to-market models, recent investments and key deal wins. Additionally, the benchmark reviews a number of key financial performance metrics and highlights vendors that have been particularly successful in expanding market share and improving profitability.