Mergers & Acquisitions for Contracts Professionals: How we fit into the puzzle Breakout Session #910 Jill Mitchell, Contracts Operations Manager, Raytheon Company Steffen Jacobsen, Contracts Manager, Raytheon Company Date Time 16 April 2008 1:30 pm вЂ“ 2:30 pm 2 вЂ¦ How We Fit into the Puzzle Acquirer PMO BD Ex/ Im CONTRACTS legal finance HR engineering treasury HR legal SCM executives insurance finance Acquiree 3 Disclaimer and Non-attribution вЂў Disclaimer вЂ“ The views in this presentation are those of Jill and Steffen only and are not to be construed as the views of the Raytheon Company вЂў Non-attribution вЂ“ Do not attribute the discussions today to the speaker or those in the audience 4 Scenario for this Presentation вЂў Industry Contracts ManagerвЂ™s Viewpoint вЂў Federal and DoD Contracting вЂў Practical вЂњHow-ToвЂќ Guidance вЂў Checklists / Tools 5 Learning Objectives Background The Challenge: How do IвЂ¦? 1. Identify an opportunity for M&A 2. Contribute to a successful due diligence 3. Ensure successful transition and integration 6 Background: Mergers or Acquisitions Merger вЂў A transaction that results in a wholly new organization formed due to the merging of two or more organizations Acquisition вЂў A transaction in which one firm is taken over by another firm. Alternatives not covered in this presentation but always worth considering: вЂўAsset acquisitions вЂўTechnology acquisition / technology licensing with partial or total exclusivity 7 Mergers and Acquisitions Today Dubai Aerospace Buys Standard Aero, Landmark for $1.9B Raytheon Acquires Oakley Networks 8 Mergers and Acquisitions Today вЂњDefense spending remains at historic highs, and the commercial aerospace marketplace is at full stride. Industry players are flush with cash, and private equity money is pouring into the marketplace. In 2007 we could see the 1999 record finally eclipsed. Deals worth $25 billion have already been announced or completedвЂ”by far the fastest start we've seen this decade.вЂќ * * Stuart McCutchan quoted on www.defenseindustrydaily.com article Defense & Aerospace M&A Hit 370 Deals & $40B in 2006 at http://www.prnewswire.com/cgibin/stories.pl?ACCT=104&STORY=/www/story/04-17-2007/0004567449&EDATE= (emphasis added) 9 Mergers and Acquisitions Today вЂў Defense and aerospace companies completed 370 transactions of M&A deals worth more than $40 billion in 2006* вЂў Firms are poised and eager to divert cash to M&A opportunities that allow them to: пЃ± Meet ambitious investor expectations for year-to-year growth пЃ± Build and strengthen existing product lines пЃ± Diversify their portfolio to compete more effectively in a marketplace that can only cool off www.defenseindustrydaily.com article Defense & Aerospace M&A Hit 370 Deals & $40B in 2006 referencing InfoBase/DACIS' вЂњDefense Mergers & Acquisitions вЂќ report 10 The Government CustomerвЂ™s Perspective Two options for excess cash: пЃ± Wall Street: pay cash out through larger dividends and stock repurchases пЃ± Pentagon: spend more on basic military research and further acquisitions that would streamline the industry even more* пѓ potentially reducing costs and eliminating excess capacity * Wayne, Leslie вЂњArms Makers Find Being Cash-Heavy Is Mixed BlessingвЂќ New York Times May 12, 2005: http://www.nytimes.com/2005/05/12/business/12cash.html?pagewanted=1&n=Top/Reference/Times%20Topics /Organizations/D/Defense%20Department&_r=1 11 The Government CustomerвЂ™s Perspective Concerns: пЃ± National security concerns associated with M&As by foreign firms пЃ± Competition пѓј Vertical integration risks: acquiring contractors will вЂ“ пЃ¶ prefer newly acquired suppliers over external suppliers even if the external suppliers are superior пЃ¶ increase barriers to market entry for their competitors пЃ¶ compromise proprietary information obtained on competitors through acquisition of their competitorsвЂ™ supplier(s) пЃ¶ refuse to use suppliers owned by their competition пЃ¶ reduce competition at the subcontractor level пѓј Horizontal integration пѓј Reduced private R&D investment to develop new and innovative technologies 12 The Government CustomerвЂ™s Perspective Concerns: пЃ± Spares availability пЃ± Weapon system support пЃ± Interruption to on-going activities пЃ± Erosion of smaller, cheaper, more agile companies and competitors 13 Candidate In-Process Contracts Professionals Play a Crucial Role in the M&A Process: Candidate Unsolicited Initial OM/Info Review Indicative Offer Due Diligence Negotiations Closing Integration 14 Opportunity Identification 15 Identifying an Opportunity п‚§ Reasons to M&A (i.e., what to look for) пЃ± Good press пѓј Public Profile пѓј Reputation пЃ± Access to new customers пЃ± Complementary technologies пЃ± Adjacent growth markets пЃ± Advanced processing technologies пЃ± Benefit from lower rate structures пЃ± Expand product offerings пѓј Focus on areas where the acquirer can integrate into the acquireeвЂ™s product capability and vice versa п‚§ Acquire past performance and backlog of acquired companies to help you go after prime contracts 16 Identifying an Opportunity Government вЂњHot TopicsвЂќ are for acquisition focus: пЃ± Military readiness and logistics пЃ± Intelligence operations and analysis пЃ± Network-centric solutions пЃ± Information interoperability пЃ± Base realignment пЃ± Military health care modernization пЃ± Cybersecurity From Richard KnopвЂ™s article To Stay on Top, Make Sound Investments in Washington Technology; 06/11/07 issue; Vol. 22 No. 10 17 Business Size Considerations Large Business vs. Small Business M&As Large businesses: вЂ“ Size allows acquirers to get more of what they are looking for in terms of revenue, contractors or employees вЂ“ Usually have less customer concentration and more administrative support than small businesses butвЂ¦ 18 Business Size Considerations Small business: вЂ“ May be more nimble and, until recently*, had some advantages in obtaining certain government contracts вЂњThe Small Business AdministrationвЂ™s new size recertification rule could radically change the landscape for small businesses interested in being acquired and their potential buyers. Any small business will need to recertify its small-business status after being acquired, and if it is no longer small, its contracts will no longer count against the congressionally mandated targets for small-business contractsвЂ¦ Although the new ruleвЂ™s effects wonвЂ™t be apparent for some time, many observers fear that it could lead to agencies terminating contracts. The value of those contracts would therefore be diminished when potential acquirers assess the acquisition target.вЂќ From Matt SwartzвЂ™s article Small Businesses on the Block Should Explore ESOPs in Washington Technology; 06/11/07 issue; Vol. 22 No. 10 Contract portfolios may not be as valuable as they once were 19 Brainstorming Wall Street Journal пЃ± Industry magazines пЃ± Industry associations пЃ± Get input from others пЃ± вЂ“ вЂ“ вЂ“ вЂ“ Other employees Friends Family Customers пЃ¬ пЃ¬ DonвЂ™t ask who they think we should acquire, rather пѓ Ask what we are arenвЂ™t doing well; follow-up by asking who does it well Think outside the box - growth will come from adjacent market opportunities 20 Factors to Consider Alignment with Strategy пЃ± пЃ± пЃ± пЃ± Greater corporate strategy Strategy and future state вЂў Mission Support вЂў International вЂў Competitive Pursuits Individual P&L strategies Adjacent markets or whitespace Solid Operating History пЃ± пЃ± пЃ± Business operating history 3+ years Strong leadership Desirable customer relationships, technology, contract, etc. Financial Hurdles пЃ± пЃ± пЃ± пЃ± Robust revenue growth outlook Operating margin is not dilutive Positive cash flow High ROIC business 21 Summary of Prioritized Gaps Gap Business Area Rationale 1 2 3 4 5 6 7 8 9 ? Legend: Gap Closure by M&A Most Likely Solution Gap Closure by Partnering / Internal Actions Most Likely Gap Closure method in development could be by M&A 22 Summarize Once youвЂ™ve identified the opportunity, collect as much data on its financials, strategy, and synergies and summarize it for managementвЂ¦ 23 Key Candidate Target Summary Overview: Summary Financials: (FYE = 6/30) п‚§ Public company established in 1977 п‚§ Provide solution for lifecycle support with program, financial, test and logistical services and training Information $80 $70 $60 $50 $40 $30 $20 $10 $0 17% 12% 7% 2% -3% -8% 2004A Strategic Rationale: п‚§ Expand customer relationships: ABC, NOP, XYZ п‚§ Access to new programs: Seagull, Bluebird, Goldfinch п‚§ Adds a leap forward in imaging 2005A 2006P 2007P Synergy Opportunities: п‚§ Audubon Networking Capabilities; visual realization; mapping and modeling п‚§ Interoperable tracking software п‚§ Adds credentials in ID/IQ arena п‚§ Sensors, digital video broadcast and surveillance technologies п‚§ Supports our recent win on Sparrow with network solutions and decision support systems п‚§ Complex decision-making algorithms п‚§ Supports our effort in Condition Based Maintenance EBITDA % п‚§ Provide information connectivity solutions that capture, analyze and present real-time information Revenue ($m) п‚§ Headquarters in San Francisco, 123 people п‚§ Total Asset Visibility п‚§ Logistics Situational Awareness 24 Why Do M&As Fail? In a study by Watson Wyatt: вЂў 66% of companies failed to meet their profit goals following a merger вЂў 54% did not meet their cost cutting goals In a study by A.T. Kearney: вЂў 58% of mergers failed to achieve their stated goals вЂў 58% of global mergers managed to outperform competitors after two years *From Why Do Mergers Fail? What Can Be Done to Improve Their Chances of Success in Key Strategy, January 2006. 25 Why Do M&As Fail? пЃ± Lack of Communication пЃ± Lack of Direct Involvement by Human Resources пЃ± Lack of Training пЃ± Loss of Key People пЃ± Loss of Customers пЃ± Cultural Differences пЃ± Power Politics пЃ± Inadequate Planning 26 Why Do M&As Succeed? пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± Extensive and Regular Communication пѓј Following announcement of the M&A, maintain open lines of communication with middle management and lower level employees on the going-forward plans пѓј Be clear and consistent, even if the message isnвЂ™t always positive Effective Planning at All Stages пѓј Realistic goals and timeframes пѓј Only 1 out of 5 companies that have acquired another has developed a clear and satisfactory implementation plan Retain Key People пѓј 25% of top performers leave their company within 3 months of a major organizational event пѓј 47% of senior managers leave within the 1st year Manage Cultural Differences Training and Development пѓј Train everyone вЂў Managers overseeing the M&A process вЂў Employees of the M&A company Post M&A Integration Teams 27 Due Diligence 28 Due Diligence вЂў Contracts role is fact finding only вЂ“ Review the contractual documentation and provide input on risks and issues вЂ“ No negotiating; no decision making вЂў Trust is critical вЂ“ The team must be composed of members that are mature and trustworthy enough to remain silent on the entire fact of M&A discussions (this protects against turnover and maintains moral) вЂў Expect Вѕ to full time support for 30 to 45 days вЂў Recognize the due diligence teamвЂ™s effort, regardless of whether the the acquisition is made 29 Q&A Format пѓ� Questions and answers are processed through the intermediary (e.g. bank) пЃ± Demand same day responses date CONTRACT QUESTIONS AND ANSWERS Contract Question Date of Question Number Contracts_001 Question PROJECT NAME: Sector Answer Date of Answer 1/23/2008 Does Sector have any open requests for equitable adjustment (REA) invoices, or is Sector involved in any customer claim actions that may affect the ability to collect on an open accounts receivable Contracts_002 PROPRIETARY INFORMATION 30 Due Diligence The seller (or intermediary) should establish a virtual collaboration environment / data warehouse пЃ± Populate it with all contractual documentation пѓј Contracts and modifications пѓј Non-disclosure agreements пѓј Current proposal efforts пЃ± Allows for вЂњvirtualвЂќ due diligence from the comfort of your own office пЃ± Availability of documentation is critical! пЃ± Each folder in the collaboration environment should contain a 1-2 page synopsis describing the documents that are housed in that folder пѓј e.g.: contract, period of performance, value, type, deliverables, and status пЃ± The collaboration environment should be constantly updated with all new modifications, RFPs, etc 31 Due Diligence пЃ± Work in close cooperation with the company youвЂ™re acquiring вЂ“ an adversarial posture will always backfire пЃ± The due diligence process may seem excessively intrusive, but it builds relationships and provides the opportunity for the acquiree to better understand his own company while at the same time pleasing the acquiring company пЃ± Hesitancy or hostility during due diligence is often a sign that a dealвЂ™s value will be more difficult to realize than originally expected Be Patient вЂ“ DonвЂ™t be Disappointed if the Decision is Made to вЂњNo GoвЂќ 32 Due Diligence вЂ“ Document Review Checklist Evaluate every current contractual document the acquiree has as if you were reviewing one of your own contracts for risks and opportunities: пЃ± Contracts пѓј Non-standard terms and conditions (i.e. H-clauses, special TвЂ™s and CвЂ™s, etc) пЃ± Non-Disclosure Agreements пѓј Who are they with? пѓј What is their duration? пѓј What proprietary data is outstanding that would be important to request returned or destroyed? пЃ± Teaming Agreements пѓј Look for exclusivity or conflicts of interest with your own companyвЂ™s pursuits and teammates пѓј List teaming agreement and exclusivity 33 Due Diligence вЂ“ Document Review Checklist пЃ± Small Business Innovation Research (SBIR) contracts пЃ± Current and upcoming RFPs that the company is responding to пЃ± Requests for Equitable Adjustment пЃ± Agreements granting or obtaining rights to intellectual property or the use of intellectual property пЃ± Offset agreements: what are the companyвЂ™s obligations пЃ± Government Terminations пЃ± Debarment пЃ± Waiver of claims agreements 34 Due Diligence вЂ“ Document Review Checklist пЃ± Ratings пѓј Contractor Performance Assessment Report (CPARs) пѓј Evaluations and complaints by customers during the past 5 years пѓј Consider approaching customers directly to understand how well the company manages them пѓј Award fee ratings пЃ± Organizational Conflicts of Interest (OCI) пѓј Mitigation plans currently in effect and for the past 3 years пѓј Correspondence relating to OCI matters пЃ± IDIQs, GSA schedules, and any other task-order contract vehicle-based business пѓј Identify roles, prime and sub, and experience пѓј The extent of the companyвЂ™s utilization of the IDIQs пѓј Assess the rates used on the IDIQs 35 Due Diligence вЂ“ Contract Review Checklist Review contracts, modifications and RFPs for key terms and obligations: пЃ± Insurance requirements пѓј Does the acquiring company maintain sufficient umbrella insurance or will additional insurance coverage be required? пЃ± Liquidated Damages пѓј The companyвЂ™s liabilities and probabilities of incurring those liabilities вЂў Consider schedule and on-going performance пЃ± Limitation of Liability пѓј Quantifies the companyвЂ™s exposures пѓј List dollar-limits of liability w/ time-frame limits 36 Due Diligence вЂ“ Contract Review Checklist пЃ± Assignment and novation clauses and restrictions пЃ± Indemnification пЃ± Intellectual Property terms пѓј пѓј пѓј пѓј пѓј пѓј Have restricted/limited rights been asserted? Licensing agreements negotiated? Commercial vs. non-commercial-but-restricted-use technologies? Was IP developed at company expense or using government funds? List all rights asserted by contract List 3rd party software license requirements, such as reporting, royalties, and payment obligations пЃ± Small business re-certification requirements 37 Due Diligence вЂ“ Contract Review Checklist пЃ± Deployment terms and liabilities when deploying for military operations пѓј Does the company have any deployed personnel? If so, what are the contractвЂ™s Defense Base Act (DBA) requirements? Is DBA coverage provided for war zone deployment? пЃ± Organizational Conflicts of Interest (OCI) пѓј For each contract that contains an OCI clause, process an OCI sweep through your company to confirm thereвЂ™s no conflict пЃ¶ Where programs are similar or related to your companyвЂ™s programs, ensure thereвЂ™s no conflict 38 Due Diligence вЂ“ Contract Review Checklist пЃ± Warranty exposure: List all outstanding warranties and quantify liabilities associated with them пѓј Be on the lookout for: вЂў Warranty claims, lawsuits, recalls, or post-manufacturing remedial measures from the preceding 5 years for any products or services вЂў Written materials or documents that may create implied warranties вЂў Oral warranties вЂў Defects or other potential problems with products or services that could give rise to a warranty claim вЂў Is warranty expense вЂњpay as you goвЂќ or reserved in the P&L and balance sheet? 39 Due Diligence вЂ“ Tracking Checklist Record and catalog all agreements and identify any terms and conditions that may raise a red flag пЃ± Look for: пѓј Items (risks, liabilities) that may affect the purchase price of the company пѓј Items that may change once the company is purchased. This cataloging and categorizing is critical! 40 Tracking E-room Folder Contract # Description Customer 7.B.1 a to e DAAB07-08-D-B001 Support Services Contract under US Army: CECOM the ABCD Program . Provide engineering support, modeling/simulation support, and support necessary to implement new tactics. Label As: Value $5,000,000 Options Options Values Contract Type Unique Ts & Cs 2 options, $10,000,000 CPFF with FFP There is a clause (H14) entitled unexercised components "Software Development" that requires the delivery of "executable code to the government with the release of each patch/version of software." "PROPRIETARY INFORMATION" Use Template for Tracking Organization 41 Due Diligence вЂ“ Reporting Checklist Submit a weekly report to the due diligence lead summarizing progress and flagging issues and recurring themes пЃ± Summary of Diligence Scope (# of contracts in review/already reviewed by contract-type by sales) пЃ± Key findings (% of contracts as prime; % of contracts as subcontractor; next-year contract projections/back-log; list of customers; etc.) пЃ± Outstanding Issues / concerns (intellectual property, export, OCI, Safety Act issues) пЃ± Mitigation Plans пЃ± Financial Impact пЃ± Integration Concerns пЃ± Outstanding Data Items пЃ± Recommendations 42 Due Diligence вЂ“ Out-brief Checklist Prepare a final out-brief for the decision makers containing: пЃ± Due diligence results from all functional reviews пЃ± A schedule of accomplishments and items remaining to be accomplished пЃ± The major due diligence tasks concluded by the Contracts function пЃ± The top due diligence issues пЃ± A color-coded status with key comments from the weekly reports 43 Transition and Integration 44 Transition and Integration вЂў Smoothness of integration largely depends on: пЃ± How friendly/hostile the merger/acquisition process has been thus far пЃ± Whether the employees played a role in the decision making пЃ± Whether the company is employee-owned such that they stand to benefit financially from the deal вЂў Utilize the due diligence team, though at a much reduced frequency, to take advantage of existing relationships 45 Transition and Integration Do not guarantee вЂњno changeвЂќ пЃ± Stress that there will always be change - but good change пЃ± Recommended reading: Who Moved My Cheese by Spencer Johnson, about adjusting and embracing changes and transitions at work with an open mind and motivated spirit вЂў Quick read вЂў Buy it for all employees 46 Transition and Integration пЃ± Form a Mentor-Mentee relationship with the contracts manager(s) of the acquired organization пЃ± Host face-to-face staff meetings with the acquired company contracts managers to socialize with the rest of the team пЃ± Be available and responsive to phone calls and questions from the acquired company пЃ¶ It makes a great impression and leaves them excited about joining your team 47 Transition and Integration пЃ± Be a salesman: sell them on working for/with you and the company пЃ± Be flexible: let the integration process happen gradually in certain areas пЃ¶ Communicate which policies and procedures are critical пЃ± Particular terms and conditions Proceeding on contracts at risk Teaming agreements OCIs Signing Authority Gating пЃ¶ вЂ¦ and which policies and procedures are less critical пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± Filing requirements Specific NDA language 48 Integration Checklist Share: пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± How and where to search for company data online Listings and copies of applicable policies and procedures Certifications and Representations Copies and examples of weekly and monthly reports A list of policies and procedures that must be followed immediately Scenarios that require higher-level approval Metrics Company, Business Unit, and Contracts specific organizational charts A list of common acronyms Descriptions of key program, pursuits, and initiatives the acquiring company is involved in 49 Integration Checklist пЃ± An appropriate level of delegated signature authority пЃ± вЂњEmpowered officialвЂќ status for purposes of export/import and the Directorate of Defense Trade Controls (DDTC) пЃ± Administrative support вЂ“ where the acquirer has centralized administrative services пЃ± Details on IDIQs (GSA schedules, GWACs, etc) вЂ“ opportunity for two-way synergies пЃ± Terms and conditions guidelines for contracts пЃ± Copies of standard teaming agreement and NDA formats пЃ± Pertinent leadership and training development programs пЃ± Past performance data 50 Integration Checklist Assignment Clauses: пЃ± Will typically only require notification to the customer or prime contractor. пЃ± Novation is not required as long as the same company is performing the work, with the majority of its assets unchanged. 51 Concluding Comments Identify the opportunity + due diligence + successful transition and integration = Contracts Business Acumen Acquirer PMO BD Ex/ Im CONTRACTS legal finance HR engineering treasury HR legal SCM Synergies Sales Solutions Success executives insurance finance Acquiree 52 Contact Information вЂў Jill Mitchell вЂ“ 972.344.4145 вЂ“ Jill_Mitchell@raytheon.com вЂў Steffen Jacobsen вЂ“ 703.204.6515 вЂ“ sjacobsen@rayva.org 53 Questions and Answers вЂў вЂў вЂў вЂў вЂў вЂў You have comments вЂ“ please share You have questions вЂ“ we have answers Audience help in answering is welcome Share the time with others Must conclude formal part on time Be glad to discuss afterwards outside room 54 ItвЂ™s Been an Honor! Thank You! 55 BONUS: EXPORT / IMPORT CHECKLISTS 56 Due Diligence вЂ“ Export/Import Checklist Identify: пЃ± Any commodities, technical data, software or services the company has exported within the last 5 years пЃ± Next to each item exported, identify the pertinent licenses and/or agreements in place for that export пѓј (TAAs; State/Commerce export licenses) and the U.S. government agency which issued the license пЃ± Products subject to Commerce Department jurisdiction пЃ± Business activities involving items on the U.S. Munitions List in any of the countries proscribed by section 126.1 of the ITAR пЃ± Import tariff classifications for all imported products пЃ± Contact information for freight forwarders used within the past 5 years that facilitated these exports пЃ± Empowered Officials 57 Due Diligence вЂ“ Export/Import Checklist пЃ± Any outstanding or ongoing export licensing, export jurisdiction or other export control issues пѓј Non-routine issues that are the subject of correspondence with one or more government agencies пѓј ITAR violations пЃ± Any person in the company who has been or is the subject of an indictment пЃ± Any person in the company who has been convicted of violations of any of the U.S. Criminal Statutes enumerated in section 120.27 of the ITAR, the EAR, Customs regulations, EU trade controls and customs requirements, or any foreign country trade control and customs regulations пЃ± Any person in the company who is ineligible to contract with, or to receive a license or other approval to import articles or defense services from or to receive an export license or other approval from any agency of the US Government, the E.U. or foreign government 58 Due Diligence вЂ“ Export/Import Checklist пЃ± Does the company conduct business or have any know business activities or representation in any of the following countries: пѓј Algeria, Bahrain, Comoros, Cuba, Djibouti, Iran, Iraq, Kuwait, Lebanon, Libya, Mauritania, Morocco, North Korea, Oman, Palestine, Qatar, Saudi Arabia, Somalia, Sudan, Syria, Tunisia, UAE or Yemen пЃ± Boycott requests received over the last 5 years or certification that no requests have been received пѓј Include copies of reports to US Government пЃ± All foreign national employees пЃ± Any foreign ownership and/or control пЃ± Commercial products specifically configured, adapted, modified, designed, or developed for a military application 59 Export/Import Identification Description of Exported / Import Tariff Issuing State Commerce ITAR 126.1 US Freight Contract # Imported Item Part Number Export License/Agreement Classification Agency Jurisdiction Jurisdiction Munitions List Forwarder Used DAAB07-08-D-B001 Software Description Document NA DSP-83 NA DoS X no none Use Template for Export/Import Identification 60 Integration Checklist вЂ“ Export/Import Provide copies of all policies and procedures related to Export/Import Compliance including anything related to: пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± пЃ± Classification Process for Hardware and Technical Data Record keeping Process to handle any Non-U.S. National Employees/ Visitors/Residents/ Dual Nationals Shipping/Receiving BATF Requirements Classified Export Process Re-exports/Retransfer Procedures Security Forms вЂ“ non-U.S. National Visitors Screening for вЂњDeniedвЂќ Parties Anti-boycott Requirements Part 130 Process Anti-boycott screening and reporting procedures: identify procedure for screening and reporting of boycott requests пЃ± Recordkeeping Requirements: provide instructions/details on location of export documents such as Shippers Export Declarations (SED), invoices, airway bills, bills of lading 61