How do I transfer a GSA contract?

September 01, 2021

by a searcher from Northwestern University - Kellogg School of Management in Philadelphia, PA, USA

Hello everyone,

I'm under LOI on a business that has a GSA contract. Does anyone have experience transferring one through an acquisition?

I would love to have a chat to understand: 1) what supporting docs I should request of the owners and 2) what steps I should be taking to do this most efficiently/effectively. You can DM me here or email me redacted much!

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Reply by a searcher
from Babson College in Arlington, VA, USA

You may still need to complete a novation agreement and gain approval from the contracting officer. From what I understand, even with a stock purchase agreement you as the owner still may also need to meet certain requirements in order for the CO to approve the novation. It isn't 100% guaranteed. It also depends what types of contracts/backlog sourced from the vehicle will be transferring over. If any of them were set-asides, it could complicate things unless you hold a similar verification status. Make sure the seller notifies the CO of the proposed transfer to get feedback first. Then make sure to get a good contracts attorney to review the documents. It will save you a lot of time on the front end as the process can take a while if not done correctly from the start. We just submitted our proposal for a schedule, which was quite a process... Interested to hear what you learn in terms of acquiring and transferring ownership on an active vehicle. Keep us posted!

Reply by a searcher
from Stevens Institute of Technology in New York Metropolitan Area, USA

Gary - stock purchases are the easiest to acquire a GSA contract. Novations are required but with a stock purchase then tend to be less problematic. Asset purchases are a little bit tougher. You have to look at the contract and any special requirements around confidentiality, proprietary data, security agreements, security clearance, etc. If you run into these items, then the vetting process by the Gov't may be a bit more involved and require more time. Hope this helps.

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