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The UK Defence Industry in the 21  Century
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                                            The Five Forces of Americanisation

               Appendix 3

               CASE STUDY III
               The expanding influence of US private equity: what happened to Sparton Corporation?

               “Ultra has had a long-standing interest (held through a wholly-owned subsidiary) in a 50/50 joint
               venture with ECP (Sparton Corporation Engineered Components & Products), known as ERAPSCO. This
               US  Navy-encouraged  business  relationship  was  originally  formed  in  1987  with  Ultra  subsequently
               acquiring its original interest in the ERAPSCO joint venture from Raytheon in 1998”, according to Ultra
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               Electronics plc’s Chairman in a Circular to Ultra Shareholders on 10  August, 2017
               Ultra had in fact supplied sonobuoys to the US Navy since the 1940s and it is instructive to note that
               the US Navy had “encouraged” the relationship at its outset, presumably with the support of the
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               Department of Defense. In April 2016, Sparton “put itself up for sale” , creating uncertainty about
               ERAPSCO’s future. We might speculate that this decision was also, albeit several years later, supported
               by the US DoD.
               In July 2017, Ultra announced that it had discussed an offer to acquire its JV partner: an offer that had
               been accepted in principle. The US$234m acquisition would increase US revenues and, importantly,
               enable Ultra’s Maritime & Land Division to move up a tier on the US Navy supplier list and both protect
               and increase its contribution to overall group sales: from 41% to 48%. Sparton’s sonobuoys were a
               significant component of the US Navy’s Anti-Submarine and Undersea Warfare capability, critical to
               operations in the Pacific. It was also crucial to the UK’s underwater defence systems capability which,
               in the Government’s 2023 IR Refresh six years later, was formally identified as a critical UK asset to be
               kept onshore.
               Buying Sparton was, however, a relatively complex transaction: a substantial portion of the acquired
               business  (manufacturing  and  refurbishment  of  printed  circuit  card  assemblies  and  integration  of
               medical devices) did not fit with Ultra’s portfolio and was to be divested as soon as possible after the
               deal’s  completion,  to  be  achieved  during  the  first  quarter  of  2018.  Ultra’s  board  approved  the
               company’s use of a £137m share placing to raise part of the acquisition finance, the remainder to be
               funded  by  debt.  However,  after  a  lengthy  investigation,  the  US  Department  of  Justice  ultimately
               refused  to  sanction  the  proposed  Sparton  sale  and  Ultra’s  Board  had  to  return  the  funds  to
               shareholders. As recounted earlier in this paper, returning funds (through a share buyback announced
               in March 2018) due to an expensive and time-consuming miscalculation, suggested shortcomings in
               the company’s decision-making. Any positive shareholder sentiment was undermined by subsequent,
               unexpected pause in MoD spending in November 2017, clipping 21% off Ultra’s faltering share price.
               The episode led to the replacement of most of the Ultra Electronics Board, including its Chairman and
               Chief Executive.

               There are some instructive footnotes to this episode:
                   •  In 2019, Sparton was sold to US Private Equity Firm, Cerberus Capital Management, chaired
                       by former US Vice President, Dan Quayle. Cerberus immediately de-listed Sparton from the
                       US  public  equity market  and  sold the  contract manufacturing  business  in  2020  (proceeds
                       undisclosed).  It  then  sold  the  remaining  business  (the  unit  partnered  by  Ultra),  Sparton
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                       Defense, a year later (6  April, 2021) to Israeli defence group, Elbit Systems, for US$380m
                   •  Cerberus’  “Integrated  Investment  Platform”  comprises  Direct  Lending,  Corporate  Credit,
                       Operational  Private  Equity  and  Non-Performing  Loans  as  well  as  Real  Estate,  Commercial
                       Mortgage-Backed Securities and Cerberus Frontier, investing in projects in emerging markets
                       in  South  East  Asia,  Africa and  the  Middle  East.  It  has  a  range of technical  and  functional
                       specialists supporting its investments, notably through an operations and advisory company.
                       In other words, this is an important player in a changing world of investment and business


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               07/07/2025                                                                                                                                   Richard Hooke 2025
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