Pre-close · Aerospace & Defense

Employment & Non-Compete Agreements Counsel for Aerospace & Defense Acquisitions

Securities and M&A counsel for independent sponsors negotiating aerospace and defense transactions, from LOI to close to the capital markets that open up afterward.

EV range $15M to $200M EV EBITDA $3M to $30M Audience Buy-side / Sponsor
The deal context

Employment & Non-Compete Agreements on aerospace and defense deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

The typical aerospace and defense platform sits at $15M to $200M EV with EBITDA in the $3M to $30M range. The thesis runs on tier-two or tier-three supplier consolidation with certifications as moat. Foreign LP capital can trigger CFIUS review on the cleanest of deals. Map the cap table early.

The moves

How Employment & Non-Compete Agreements actually gets structured.

  1. Negotiate seller non-competes to the maximum enforceable scope, by state law.

  2. Refresh key employee restrictive covenants pre-close, where possible.

  3. Address the FTC non-compete rule and its state-by-state aftermath.

  4. Tie executive non-competes to retention bonus economics that survive a quick exit.

  5. In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the Employment & Non-Compete Agreements workstream.

The common mistake

Drafting a national-scope non-compete in California. Enforceability is a binary, not a spectrum.

Jason's take
"A non-compete is only as strong as the state it sits in. Draft for the state, not the deal."
Jason Powell · Employment & Non-Compete Agreements
Capital after close

The deal is one thing. The capital that opens up after close is another.

After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the aerospace and defense deal. Get Employment & Non-Compete Agreements done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.