Overview

Jonathan F. Wolcott is a corporate services attorney in Holland & Knight's Tysons office and practices in the areas of mergers and acquisitions, securities and corporate law. He represents public and private companies and their boards, investment banks, private equity funds and individual investors in a variety of transactional, securities law compliance and capital raising activities.

Mr. Wolcott has completed numerous merger, acquisition and disposition transactions involving public and private companies, private equity firms and individual investors. He has extensive experience from both the buy and sell sides, with transaction participants ranging from small closely held businesses to Fortune 500 companies. His experience includes numerous leveraged buyouts, as well as acquisitions and sales of ESOP-owned companies.

In addition, Mr. Wolcott serves as outside securities counsel to public companies and investors regarding compliance with the Securities and Exchange Commission (SEC) and stock market rules, corporate governance matters, preparation of periodic reports and proxy statements, public and private offering activities, merger and tender offer transactions, and proxy battles.

Mr. Wolcott represents a diverse range of businesses in areas such as government contracting, mortgage and financial services, restaurants, internet-based business services, waste management, telecommunications, biotechnology and employee consulting. He has particular knowledge and extensive experience representing government defense, intelligence and IT services companies, as well as affiliated private equity sponsors, in mergers and acquisitions and securities law matters. Mr. Wolcott also serves as outside counsel to investment banks concentrating on the government contracting sector.

Mr. Wolcott is dedicated to serving his community and those in need both inside and outside of Holland & Knight. He is a member of the Board of Directors of Carpenter's Shelter, a leading organization that addresses homelessness in Alexandria, Va., serving approximately 750 homeless and formerly homeless individuals and families annually. He has also served since 2011 on the Board of Directors and as outside pro bono counsel for The Art League, the largest visual arts education organization in the Washington, D.C., region, teaching more than 7,000 students annually. Mr. Wolcott also served as a member of the Board of Trustees of Grace Episcopal School in Alexandria from 2011 to 2017.  He was a Sunday school teacher for numerous years in the Journey to Adulthood (J2A) and Episcopal Youth Community (EYC) programs at Grace Episcopal Church in Alexandria, and currently chairs an ad hoc Facilities Planning Committee at the church. He also has served on Episcopal Diocese of Virginia committees addressing proposed Diocesan annual convention resolutions.

Mr. Wolcott is the partner in charge of the Public and Charitable Service department in Holland & Knight's Tysons office, overseeing all of the office's pro bono and community service activities.

Representative Engagements

  • Ongoing representation of The KeyW Holding Corp. (NASDAQ: KEYW) as chief outside securities counsel, including KeyW's $89.25 million common stock offering in January 2017, its acquisition of Sotera Defense Solutions Inc. in March 2017, its employee stock option exchange tender offer in June 2016, its $149.5 million public offering of senior convertible notes in July 2014 and its $100 million secondary common stock offering in September 2012
  • Sale of Comprehensive Health Services Inc. to an affiliate of DC Capital Partners in March 2018, leading to the formation of Caliburn International in August 2018
  • Sale of Primescape Solutions Inc. to HighPoint Global LLC in October 2017
  • Sale of STG Group Inc. to Global Defense & National Security Systems Inc., a special purpose acquisition company (SPAC), resulting in STG Group becoming publicly traded (OTCMKTS: STGG) in November 2015
  • Sale of Acentia LLC, an affiliate of Snow Phipps Group, to MAXIMUS Inc. (NYSE: MMS) in April 2015 and Acentia's previous acquisition of Information Systems Consulting Group Inc. in June 2013
  • Sale of Phase One Consulting LLC to an affiliate of private equity firm RLJ Equity Partners in January 2015
  • Sale of the Global Security and Solutions (GS&S) business of U.S. Investigations Services Inc. (USIS) to Pacific Architects and Engineers Inc. (PAE) in January 2015
  • Sale of Zeta Associates Inc. to Lockheed Martin Corp. (NYSE: LMT) in August 2014
  • Sale of Dynamics Research Corp. (NASDAQ: DRCO) to Engility Corp. (NYSE: EGL) in January 2014, as well as DRC's previous acquisitions of High Performance Technologies Inc. in June 2011 and Kadix LLC in August 2008
  • Purchase by Tallasi Technology Inc., a private equity sponsor, of GAP Solutions Inc. in September 2013
  • Sale of Telanetix Inc. (OTC BB: TNIX) d/b/a AccessLine to Intermedia.Net Inc. in August 2013
  • Sale of GTSI Corp. (NASDAQ: GTSI) to UNICOM Systems Inc. in June 2012
  • Sale of Whitney, Bradley & Brown Inc., an ESOP-owned company, to NetStar-1 Holdings LLC, an affiliate of Lake Capital Partners, in February 2012
  • Sale of Paradigm Holdings Inc. (NASDAQ: PDHO) to CACI International Inc. (NYSE: CACI) in September 2011
  • Sale of Scitor Corp., a 100 percent ESOP-owned company, to an affiliate of Leonard Green Partners L.P. in September 2007
  • Chief outside securities counsel to Argon ST Inc. from 2004 to 2010, including the Argon Engineering-Sensytech reverse merger in September 2004 and Argon ST's $76.7 million secondary offering of common stock in December 2005

Experience

Credentials

Education
  • University of Virginia School of Law, J.D.
  • Amherst College, B.A., magna cum laude
Bar Admissions/Licenses
  • District of Columbia
  • Virginia

Publications

Speaking Engagements

News