Big Names Endorse 'Blank-Check' Firms

By Ellen McCarthy
Thursday, August 25, 2005

Close observers of the local dealmaking community will recall that former Maryland congressman C. Thomas McMillen set up a company to make acquisitions in the homeland security sector in March.

Turns out McMillen's firm was just the first of a rash of new corporations built to gobble up high-tech defense and homeland security companies -- and they come backed by a few names you'll recognize.

While McMillen lured Asa Hutchinson , a former congressman and former undersecretary of the Department of Homeland Security , to his company, Edward H. Bersoff , founder of BTG Inc. , and Archie Clemins , a retired admiral who served as commander in chief of the U.S. Pacific Fleet , were both signing on to lend their reputations -- and presumably their address books -- to other "blank-check" firms. High-profile directors have long greased the wheels of the local tech sector, but these companies raise the bar for name-dropping.

Blank-check firms, which have been roaring back into vogue recently, operate by forming a management team, holding a public offering and searching for companies to acquire. Investors are betting on the expertise of the people pulling the strings, so the value of a big name or two can't be underestimated.

Almost 30 of these companies filed for IPOs in the first six months of 2005, several of them focused on the government contracting and homeland security industries that have become the forte of Washington's tech sector.

In July, Arlington-based Fortress America Acquisition Corp ., raised $42 million on the public market. The company is led by McMillen and Harvey L. Weiss , who previously served as chief executive of System Detection Inc ., a security software firm. The two recruited Hutchinson and former Republican senator Don Nickles of Oklahoma to their board, promising to find a worthy deal in the homeland security sector. "There is going to be huge demand in the security business because the market has been so fragmented," McMillen said from his office overlooking the Ballston area of Arlington.

In May, Federal Services Acquisition Corp . filed to raise $126 million, planning to buy in the federal services and defense industries. The company was founded by two New York investors, Joel R. Jacks and Peter M. Schulte , who added Bersoff and another high-profile Washingtonian, Arthur L. Money , to its roster. Money is a former assistant secretary of defense who serves on the boards of Arlington-based CACI International Inc. and SafeNet Inc. of Belcamp, Md.

Also angling to get into the sector are Argyle Security Acquisition Corp ., a San Antonio company that filed to raise $100 million in July and Vector Intersect Security Acquisition Corp. , a San Francisco firm that filed last week to raise $150 million. Vector's big-name directors include Clemins and Max Weiss , former vice president of Northrop Grumman 's Electronic Systems division.

The SEC tightened regulations after some blank-check companies were associated with questionable deals during the 1980s. Now if a blank-check firm holds a successful IPO but doesn't find an acquisition target that is approved by a large majority of shareholders in 18 to 24 months, the company must return its funds to investors.

John Allen , managing director of BB&T Capital Markets/Windsor Group , a Reston firm that specializes in mergers and acquisitions, said homeland security is attractive because money from state and federal agencies is starting to flow.

"Winners are starting to emerge from a technology standpoint, and money chases opportunities," Allen said.

Tech Wunderkind Selling Firm

Elliott D. Frutkin , one of Washington's original tech boom twenty-something chief executives, is selling his Web software company, Doceus Inc .

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