Black & Veatch buys assets of RCC Consultants for $3.1 million

Black & Veatch purchased most assets of RCC Consultants for an estimated $3.1 million—$1 million more than the expected collectible accounts receivable—in a deal approved by a New Jersey bankruptcy court, according to legal documents released last Friday.

Patrick MacElroy, a spokesman for Black & Veatch, confirmed today that the deal closed late Friday night.

Under the terms of the deal, Black & Veatch will pay a “base purchase price” of $1 million, an “initial accounts receivables purchase price” of $1.6 million, and another $500,000 that will be held in escrow until Black & Veatch collects accounts receivables from RCC Consultants’ clients that exceed the $1.6 million threshold, according to the court order. Black & Veatch purchased the assets “free and clear of claims” held against RCC Consultants, and the deal was not subject to a waiting period, according to the court documents.

Black & Veatch will assume RCC Consultants’ role in existing consulting contracts that are selected by Black & Veatch. Almost 200 existing contracts are noted in “assumed contracts list” in the asset purchase agreement.

“Upon transfer of the assigned contracts to [Black & Veatch], [Black & Veatch] shall have all of the rights of [RCC Consultants] thereunder, and each provision of such contract shall remain in full force and effect for the benefit of [Black & Veatch] …,” the court order states.

“No assigned contract may be terminated, or the rights of any party modified in any respect, including pursuant to any ‘change of control’ clause, by any other party thereto as a result of the consummation of the transactions contemplated by the sale, including the assignment of the assign contracts.”

Marty Travers, president of Black & Veatch’s telecommunications business, explained the strategy behind the company’s purchase of the RCC Consultants’ assets.

“RCC expands our access to new client relationships and brings specific industry expertise,” Travers said in a prepared statement. “Black & Veatch’s well-established carrier and utility telecom business, coupled with RCC’s capabilities, will enhance our service offerings for public-safety clients.

“The team at RCC is well regarded for their expertise in the public-safety industry. By coupling RCC with our industry-leading turnkey design/build capabilities, our clients will benefit from end-to-end delivery solutions that reduce deployment costs while improving schedule durations.” 

Under the court order, RCC Consultants will provide assurances to clients that it will “promptly cure any defaults” in the assigned contracts, with RCC Consultants paying the first $10,000 for this purpose on each contract. Black & Veatch will be responsible for paying any “cure amount” above the $10,000 threshold for a given contract, according to the court order.