Question 1

How does a buyer underwrite a set-aside business they can't legally hold?

Accepted Answer

Several ways: structured earnouts tied to vehicle migration, novation to a different vehicle, holding the entity as a separate small-business sub, or — most commonly — pricing the deal to the value of the past performance and team rather than the set-aside itself.

Question 2

Will my prime contracts actually novate?

Accepted Answer

Most do, but it takes 60–180 days of post-close work with each contracting officer and the cognizant administrative contracting officer (ACO). We start novation prep during diligence so the post-close path is mapped before signing.

Question 3

What about CMMC, DCAA, and security clearances?

Accepted Answer

CMMC level and DCAA accounting-system status are now standard diligence items. FCL transfer is choreographed with DCSA. We include a compliance package in the deal book so buyers can move directly to economic terms instead of grinding on infrastructure questions.

Question 4

Should I consider an ESOP instead of a sale?

Accepted Answer

Often worth modeling, especially for cleared businesses where continuity and workforce retention matter more than maximum cash at close. We'll show you the after-tax economics of both paths so you can decide on actual numbers — not on theory.