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IBR - GIES

Mergers & Acquisitions

Primary Lines of Effort

The GIES Mergers & Acquisitions (M&A) Team assesses transactions between defense suppliers that may impact competition within the Department’s programs and the U.S. defense industrial base.

Resources

Interagency Collaboration

Collaboration with the Department of Justice and the Federal Trade Commission on Hart-Scott-Rodino merger and acquisition transactions impacting DoW.

Engagement

Ensures DoW stakeholder equities and the Department’s interests are protected both during merger and acquisition reviews and in other antitrust matters.

M&A Evaluations

Pursuant to DoD Directive 5000.62, assesses the impact of Hart-Scott-Rodino mergers and acquisitions on national security and DoW’s industrial, technological, and innovation base.

Criteria and Instructions for Parties to Merger and Acquisition Transactions to Notify the Department of War

This list contains criteria and instructions for parties to merger and acquisition (M&A) transactions to notify the Department of War (DoW) of their transaction.

Section 857 of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2024 DoD Notification of Certain Transactions

The parties to a proposed merger or acquisition that will require a review by the Department of Defense who are required to file the notification and provide supplementary information to the Department of Justice or the Federal Trade Commission under section 7A of the Clayton Act (15 U.S.C. 18a) shall concurrently provide such information to the Department of Defense during the waiting period under section 7A of the Clayton Act (15 U.S.C. 18a).

This is a requirement under Federal law.

Criteria:

The below criteria are not exhaustive of all M&A transactions that may require DoW review per section 857 of the National Defense Authorization Act for Fiscal Year 2024.

  • Defense Directed Business: Either party currently, has a history of, or intends to contract with the DoW or perform as a subcontractor on a DoW contract.
  • Critical Technologies: The M&A transaction involves one of the six critical technologies vital to U.S. national security.
    • Applied Artificial Intelligence
    • Biomanufacturing
    • Contested Logistics Technologies
    • Quantum and Battlefield Information Dominance
    • Scaled Hypersonics
    • Scaled Directed Energy
  • Defense Industrial Base Sector: The M&A transaction involves aspects of the Department of Homeland Security’s Defense Industrial Base critical infrastructure sector.
  • Intellectual Property: One or more of the parties have patents, trademarks, copyright protections, or trade secrets in the above critical technologies or critical infrastructure.

Submission Instructions:

Parties to an M&A transaction that meets one or more of the above criteria must e-mail the DoW M&A Division at: osd.mc-alex.ousd-a-s.mbx.ma-division@mail.mil.

This email must:

  • inform the DoW that the party is contemplating or engaging in an M&A transaction that may require premerger review, and
  • confirm whether the party submitted the Notification and Report form (LINK) to the Department of Justice and/or Federal Trade Commission.

The DoW will respond within one business day with instructions for submission of the Notification and Report form and additional materials to the DoW through secure channels.

If parties to an M&A transaction are unsure whether a transaction meets the criteria above for DoW notification, they may contact the DoW M&A Division at osd.mc-alex.ousd-a-s.mbx.ma-division@mail.mil.

Questions?

E-mail the DoW M&A Division at osd.mc-alex.ousd-a-s.mbx.ma-division@mail.mil.