Aerospace, Defense & Security

Paul Hastings advises industry leaders in aerospace, defense and security on their most consequential, high-stakes matters. Operating at the intersection of national security, advanced technology and global regulation, we help clients execute transformative transactions, navigate intense regulatory scrutiny and defend their positions in the disputes that matter most.

Our integrated team draws on more than a dozen practices — including Mergers & Acquisitions, Securities & Capital Markets, Private Equity, Finance, Investment Funds & Private Capital, Antitrust & Competition, Litigation, Government Contracting, Global Trade Controls, and Export Controls & National Security — to deliver seamless counsel across the industry's most complex challenges.

What We Do

We support clients across the full corporate lifecycle, from early-stage technology development and venture investment through large-scale M&A, joint ventures, strategic partnerships and public market transactions including IPOs and debt and equity offerings.

Our regulatory practice covers the full spectrum of national security and trade controls, such as ITAR and EAR, economic sanctions, foreign direct investment reviews (CFIUS) and the National Industrial Security Program, including mitigation of foreign ownership, control or influence (FOCI). We represent clients in investigations and enforcement actions before the Departments of Defense and Justice and other regulators, and we defend complex, multijurisdictional disputes involving government contracts, intellectual property, supply chain disruptions and cybersecurity incidents.

Who We Represent

Our clients include aerospace, defense and security technology companies; airlines and aviation businesses; government contractors and advanced manufacturers; private equity sponsors, lenders and institutional investors; and participants in autonomous systems, cybersecurity, space technologies and other strategic, highly regulated capabilities.

Recognition

Band 1, Chambers USA:

• Banking & Finance
• FinTech US: FinTech Legal
• Foreign Corrupt Practices Act
• Labor & Employment
• New York IP: Patent Litigation
• New York Bankruptcy/Restructuring

Representative Matters

Select representations across our associated practices include:

Antitrust & Competition

• CA Ventures in In re: RealPage, Inc., Rental Software Antitrust Litigation, a putative JPML class action alleging algorithmic collusion through the use of revenue management software by more than 60 defendants nationwide.
• Korean Air in two high-profile class action lawsuits in federal courts in New York and Los Angeles alleging price-fixing in the setting of cargo and passenger rates.
• A major global manufacturer in the European Commission's power cables cartel investigation, securing partial immunity.
• A multinational consumer electronics company in antitrust litigation brought by an entity affiliated with a foreign government.
• One of the largest ocean container shipping carriers in connection with the U.S. Department of Justice's investigation of the ocean container shipping industry, which closed without enforcement action.

Employment

• AeroVironment, a leading designer and manufacturer of unmanned aerial vehicles, in multiple matters, including an executive mobility and intellectual property case.
• General Electric on global employment issues arising from the sale of its transportation business.
• Lockheed Martin in a disability discrimination and wrongful termination matter, securing defense verdicts at trial — twice.
• A public materials engineering company in a trade-secret dispute involving senior executives accused of misappropriating highly technical and valuable trade secrets and attempting to commercialize the technology through a company funded by foreign investors.
• A spacecraft manufacturing company against a Sarbanes-Oxley whistleblower claim filed with the U.S. Department of Labor alleging termination for reporting GAAP violations.

Export Controls & National Security

• ABB in its resolutions with U.S., Swiss and South African authorities related to alleged bribery in South Africa.
• Embraer in the successful completion of its anti-corruption monitorship following the company's FCPA settlement.
• Hanwha Systems in its minority investment in EU- and U.S.-based low earth orbit satellite technology companies before CFIUS, and Hanwha Solutions in a minority investment in a solid-state battery producer before CFIUS.
• KBR through its monitorship process, including enhancement of the company's anti-corruption compliance program in connection with one of the largest FCPA investigations in history — the complex investigation into payments related to the Bonny Island Project in Nigeria.
• A U.S. aerospace manufacturer and key military supplier in obtaining CFIUS clearance for the acquisition of its parent company by a European defense firm.

Financial Restructuring

• Ad hoc group of shareholders of Aeroméxico in connection with the Chapter 11 cases.
• American Airlines in its successful $11 billion stock-swap merger with US Airways Group during their Chapter 11 cases.
• Delta Air Lines in connection with its Chapter 11 cases.
• DIP and exit lenders in the United Airlines Chapter 11 cases.

Global Finance

• ITT as co-borrower under an unsecured $2.875 billion delayed-draw term loan facility.
• Main Street as lender on the financing for the acquisition of Blackhawk.
• Multiple banks and funds in relation to debt facilities for Cobham's acquisition of Ultra Electronics.
• Signia Aerospace and Hartzell in the $2.2 billion debt financing for their combination.
• Varagon Capital Partners as agent and arranger in a $315 million financing for Pareto Buyer.

Global Trade Controls

• Aerospace and defense companies in conducting export control audits and internal investigations assessing ITAR and EAR compliance.
• Defense, aerospace and technology companies in government contracts and export controls due diligence and regulatory filings for dozens of deal transactions.
• A defense contractor in winning a bid protest challenging the government's technical and price evaluations concerning a global supply contract.
• Defense contractors on compliance with the National Industrial Security Program Operating Manual.
• Defense contractors, hardware manufacturers and software developers on compliance with U.S. government cybersecurity and supply chain security requirements.

Government Contracting

• Baker Hughes, investor and strategic partner to NET Power, in connection with NET Power's business combination with Rice Acquisition Corp. II, including the development of proprietary technologies and its licensing deal with NET Power.
• Forcepoint in the sale of its Global Governments and Critical Infrastructure business to TPG.
• General Electric in its acquisition of Innoveering, an advanced technology and products company operating in the aerospace, defense and energy markets.
• Rotating Machinery Services in its strategic partnership with Mitsubishi Heavy Industries Compressor International.
• Teleperformance Group in its $400 million acquisition of Senture, a significant business process outsourcing operator for U.S. government services.

Litigation

• Airbus S.E. and certain members of its current and former management in a putative class action settlement with alleged shareholders who acquired Airbus S.E. securities in the U.S. and asserted violations of U.S. securities laws. The complaint alleged that defendants made false and misleading statements or omissions concerning, among other things, Airbus S.E.'s agreements with international regulators regarding anti-corruption compliance.
• Alaska Airlines in winning summary judgment in a nationwide class action challenging the industry-wide practice of not paying wages to flight attendant trainees during a five-week training program.
• American Airlines in high-stakes labor negotiations in bankruptcy, as the company sought to reduce labor costs by more than $1 billion annually, and in its merger with US Airways, which was challenged by the U.S. DOJ.
• CFM International as national lead counsel in litigation arising out of the engine failure and emergency evacuation of Southwest Airlines Flight 1380 at Philadelphia International Airport.
• GE in personal injury lawsuits arising out of the 2016 engine fire incident on American Airlines Flight 383 at Chicago’s O’Hare International Airport.

Mergers & Acquisitions

• Amentum in the sale of its hardware and product business, Rapid Solutions, to Lockheed Martin.
• Embraer in the $174 million sale of its wholly owned subsidiaries Embraer Portugal Estruturas Metálicas and Embraer Portugal Estruturas em Compósitos to Aernnova Aerospace.
• GE Aviation in the sale of its aviation manufacturing facility and its military and commercial aerospace manufacturing division.
• Northrop Grumman in its $8 billion acquisition of Orbital ATK.
• The Boeing Company in multiple transactions, including its acquisition of ForeFlight, the disposition of its marine navigation business and the sale of certain assets of Boeing Australia Component Repairs Pty.
• The special committee of the board of directors of Terran Orbital in connection with its acquisition by Lockheed Martin.

M&A and Shareholder Activism

• Aerojet Rocketdyne in its successful defense against a board takeover attempt by the company's executive chairman.
• Keysight Technologies in the acquisition of a 50.6% stake, followed by a tender offer on the entire share capital of French listed company ESI Group, valuing the company at €913 million.
• Multiple banks and funds in relation to debt facilities for Cobham in its £2.57 billion bid to acquire U.K. competitor Ultra Electronics.

Private Equity

• Arcline Investment Management in connection with the financing for its $2.2 billion acquisition of Novaria Group.
• Francisco Partners, a leading global investment firm specializing in partnering with technology and technology-enabled businesses, on a definitive agreement to acquire Forcepoint, a leading provider of cybersecurity solutions, from Raytheon Technologies.
• H.I.G. Capital in the sale of its portfolio company Vaupell Holdings to Sumitomo Bakelite, and as sponsor in the acquisition financing for Securitas Transport Security USA and related entities.
• Industrial Growth Partners in its sale of FMH Aerospace to AMETEK.
• Providence Equity Partners in its investment in Marlink, a provider of satellite communication solutions, based on an enterprise value of approximately $1.4 billion.
• The shareholders of Ariès Alliance in connection with an LBO structured by Astorg Partners.
• Vance Street Capital in its acquisition of McFarlane Aviation.

Securities & Capital Markets

• ImageSat, an aerospace and defense company, in its Rule 144A $480 million IPO and listing on the Tel Aviv Stock Exchange.
• Kratos Defense & Security Solutions in its Rule 144A notes offerings aggregating $400 million and follow-on public offerings aggregating $91 million.
• nLIGHT, a defense-grade high-power semiconductor and fiber laser technology company, on its $175 million underwritten public offering.
• Precision Aerospace & Defense, a leading provider of contract production of aircraft parts, equipment and sub-assemblies (a series of parts fitted together to form a complex structure), engineering (design, development, and maintenance of aircraft, and other related systems), specialized machining and manufacturing, and non-destructive testing (a set of testing and analysis processes that evaluate the quality and structural integrity of a manufactured product) primarily across the aerospace and defense industry but also in the space, power generation, automotive, and industrial sectors.
• TAT Technologies, an aerospace MRO and OEM products provider, on its $124.1 million follow-on offering with Stifel and Truist as joint active bookrunners; the book was multiple times oversubscribed, and the deal represented more than 30% of pre-deal market cap.
• V2X, a leading provider of global mission solutions, in multiple offerings, including the sale by Vertex Aerospace Holdco of 6.5 million shares of V2X common stock in an underwritten secondary offering.
• Xtend, a software-first defense technology company anchored by its AI-powered XTEND Operating System, in a $1.5 billion definitive agreement to combine with JFB Construction Holdings, a real estate development and construction company.