Counsel for the deal that closes five times.
Securities and M&A counsel built for the independent sponsor at $10M+.
Every $10M+ deal closes five times.
Most sponsors only know it closed once. The other four are where economics get protected or quietly lost.
Five closings, in sequence.
Each one has its own counterparty, its own clock, and its own way to fail. Win all five.
Frame the deal.
Soft-circle the LPs.
Lock the stack.
Wire moves.
Platform begins.
The framework, on the desk.
A Field Manual for Independent Sponsors Acquiring Companies Above $10 Million.
Sample LOI. Capital stack calculator. Change-of-control consent matrix. 100-day plan template. Everything the practice runs on, in one book.
Read the first chapterIndependent sponsors play a different game.
Committed-fund PE has one closing, one capital base, one operating cadence. The independent sponsor has none of that. Here is the math.
Not one. The other four are where economics get protected or quietly lost.
Below this band, the framework is overbuilt. Above it, every closing matters.
The LOI exclusivity window. Where the carry, fees, rollover, and earnout get locked.
When capital after close becomes real. The relationships built before then decide the IRR.
Three things every independent sponsor deal needs.
LOIs to signed in days.
Specialist counsel who has run the independent sponsor playbook a hundred times. No generalist friction. No over-lawyering. Documents that move at deal speed.
Carry, fees, structure: defended.
Economics anchored in the LOI, not negotiated away in the LPA. Twenty to twenty-five percent carry. Management fee on invested capital. Transaction fee disclosed and protected.
Wall Street, on call.
Refinancing at month 18. Recap at month 24. Growth equity when the thesis is proven. The relationships that matter post-close, built in before the deal closes.
Three steps to counsel.
Bring the deal.
The LOI on your desk. The CIM from the banker. The napkin from coffee. Whatever you have.
Twenty minutes.
A call that gets specific in ten minutes. The two or three structural decisions that drive the outcome. No retainer pressure.
Structure that holds.
Through LOI, LPA, credit agreement, SPA, and the 100-day plan. Then through the capital markets that open up after close.
Every sector. Every move.
Sectors covered.
From healthcare services to specialty chemicals. Each with its own deal physics: payor mix, AS9100, MSO structure, dealer network.
Moves covered.
From LOI negotiation to exit prep. Every structural decision the independent sponsor makes across the lifecycle, with the playbook for each.
The deal is one thing. The capital after is another.
Most sponsors solve closing capital and run into the post-close capital problem alone. The relationships that matter at month 18 are built into this practice.
Bring your deal.
Direct counsel from a securities and M&A attorney built for the independent sponsor model.