Booz Allen to Acquire EverWatch and Accelerate Classified Capabilities for Clients

Booz Allen Hamilton (NYSE: BAH) today announced that it has entered into a definitive agreement to acquire EverWatch, a leading provider of advanced solutions to the defense and intelligence communities.

Leveraging a highly skilled, cleared workforce, EverWatch builds and operates mission-critical classified platforms to defend against increasingly sophisticated national cyber threats. Its specialized capabilities complement Booz Allen’s deep AI and cyber portfolio, and will help Booz Allen to leapfrog technology development cycles and meaningfully accelerate the delivery of classified software development and analytics capabilities for national security clients.

EverWatch, a portfolio company of Enlightenment Capital, was founded in 2017 and is headquartered in Reston, Virginia. Following the closing of the transaction, EverWatch will operate as a wholly owned subsidiary of Booz Allen, working closely with the firm’s National Security Sector led by Sector President Judi Dotson.

“U.S. national and economic security depends on secure, trusted, and resilient technology, and in the most dynamic threat landscape of our time, delivering advanced solutions with speed and agility is essential for mission success,” said Dotson. “Combining Booz Allen’s mission experience and advanced technologies with EverWatch’s classified software development and analytics capabilities will help implement faster and more comprehensive solution delivery to help defense and intelligence agencies transform and stay ahead of threats.”

“EverWatch is an excellent strategic and cultural fit and this acquisition is a strategic accelerator well aligned with Booz Allen’s VoLT strategy, our investment thesis, and our expanding National Cyber platform capabilities,” said Matt Calderone, Chief Strategy Officer at Booz Allen. “Our combined capabilities will deliver exceptional value for our clients, employees, and shareholders.”

“Booz Allen and EverWatch share a deep commitment to protecting our national interests with advanced technology, mission intimacy, and digital transformation. We look forward to the combined strength of our organizations to deliver exceptional support to clients in the Intelligence Community and beyond,” said John Hillen, Chief Executive Officer at EverWatch.

EverWatch brings a legacy of service to national security agencies and core capabilities in software development and architecture, cloud, analytics, AI/ML, and TechSIGINT that strategically align with Booz Allen’s deep mission insights and robust portfolio of full-spectrum cyber operations, mission analytics, AI, and 5G offerings.

“EverWatch has invested heavily in developing innovative solutions and has become a market leader solving some of the most complex problems facing the national security sector. The combination with Booz Allen will further deepen innovation capabilities, accelerate our collective support of critical national security efforts, and enhance opportunities for EverWatch’s growing, skilled employee base,” said Devin Talbott, Founder and Managing Partner of Enlightenment Capital.

The transaction is expected to close in the first quarter of Booz Allen’s fiscal year 2023 and is subject to customary closing conditions. Terms of the transaction were not disclosed.

Booz Allen retained Jefferies LLC as financial advisor for the transaction and King & Spalding LLP as legal advisor, and Avascent for strategic industry advisory services. EverWatch retained Baird as financial advisor and Moore & Van Allen PLLC as legal advisor. EverWatch is backed by Enlightenment Capital, a private investment firm providing flexible capital and strategic support to middle market businesses in the Aerospace, Defense, Government & Technology (ADG&T) sector.

About Booz Allen Hamilton

For more than 100 years, military, government, and business leaders have turned to Booz Allen Hamilton to solve their most complex problems. As a consulting firm with experts in analytics, digital solutions, engineering, and cyber, we help organizations transform. We are a key partner on some of the most innovative programs for governments worldwide and trusted by its most sensitive agencies. We work shoulder-to-shoulder with clients, using a mission-first approach to choose the right strategy and technology to help them realize their vision.

With global headquarters in McLean, Virginia, our firm employs approximately 29,500 people globally as of December 31, 2021, with revenue of $7.9 billion for the 12 months ended March 31, 2021. To learn more, visit www.boozallen.com. (NYSE: BAH)

About EverWatch

Headquartered in Reston, Virginia, EverWatch is a technology solutions company providing advanced intelligence, defense, and mission support to the U.S. Government for its most critical national security missions. Our technology and mission professionals help our national security partners gather and assess critical and actionable knowledge by building custom solutions to confront the most complex intelligence and counterintelligence challenges. Learn more at www.everwatchsolutions.com.

About Enlightenment Capital

Enlightenment Capital, a Washington, DC area based private investment firm, provides flexible capital and strategic support to middle-market companies in the Aerospace, Defense, Government & Technology (ADG&T) sector. The firm partners with businesses that provide vital services, protect critical infrastructure, innovate cyber and data solutions, enhance decision making capabilities, engineer aerospace and space systems, safeguard national security, and endeavor to meet the challenges of today and tomorrow. For more information, visit www.enlightenment-cap.com.

Forward-Looking Statements

Certain statements contained in this press release and in comments by our management include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning the acquisition of EverWatch and related matters, prospective performance and opportunities, post-closing operations and the expected benefits of the acquisition, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

Additional information concerning risks and uncertainties and other factors can be found in our filings with the Securities and Exchange Commission (the SEC), including in our Annual Report on Form 10-K filed with the SEC on May 21, 2021. All forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

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