Counsel for energy services deals.
Regional oilfield service or renewable services consolidation in the $10M to $140M EV range.
Underwrite the trough, not the peak. Capital partners will.
Energy independent sponsor capital is opportunistic and cycle-aware. The pitch has to address the cycle, not pretend it doesn't exist.
40 workstreams covered.
LOI Negotiation
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence peri…
Independent Sponsor Economics
The package of deal-by-deal carry, management fees, and transaction fees that compensates…
Management Fee Structuring
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, …
Transaction Fee Structuring
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing…
Equity Rollover
The portion of seller proceeds reinvested into the post-close entity, aligning seller wit…
Earnout Structures
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller…
Working Capital Adjustments
The closing-date true-up that protects the buyer from receiving a business stripped of no…
Representation & Warranty Insurance
A buyer-side insurance product covering breach of seller representations, reducing seller…
Indemnification
The seller's contractual promise to compensate the buyer for breaches of representations,…
Quality of Earnings
The buyer's accounting diligence report normalizing earnings, working capital, and pro-fo…
Family Office Capital Raise
The capital syndication process targeting single-family offices and multi-family offices …
Capital Partner LPA
The limited partnership agreement (or LLC operating agreement) that governs the relations…
Mezzanine Debt & Capital Stack
The layering of senior debt, mezzanine debt, seller paper, and equity to fund the transac…
SBA Financing
Using SBA 7(a) and related programs to fund all or part of a lower-mid-market acquisition…
Seller Financing
Deferred portion of the purchase price paid by the buyer to the seller over time, often a…
Search Fund to Independent Sponsor Conversion
Restructuring a search fund's committed capital model into an independent sponsor's deal-…
F-Reorganization Tax Structuring
An IRC Section 368(a)(1)(F) reorganization used to clean up the seller's entity for an as…
338(h)(10) Elections
A joint buyer-seller tax election treating a stock sale as an asset sale for tax purposes…
Post-Close Cap Table Design
The equity ownership structure that takes effect after closing, reflecting LP capital, sp…
Management Incentive Plans (MIP)
The equity-linked incentive program for the operating CEO, CFO, and key managers, typical…
Co-Investment Rights
The contractual right for an LP to invest additional capital in side-by-side positions on…
Add-On Acquisition Strategy
The legal framework for executing follow-on acquisitions through the platform entity, inc…
Platform & Add-On Integration
The legal and structural steps to fold an acquired add-on into the platform's governance,…
Cross-Border Structuring
The legal and tax structuring for transactions involving non-US sellers, buyers, or opera…
State Tax Planning
The state-level tax structuring for income tax, sales tax, and transfer tax exposure acro…
Regulatory Diligence
The industry-specific regulatory review covering licenses, permits, certifications, and o…
ERISA & Benefits Diligence
The review of qualified retirement plans, health plans, and other ERISA-governed benefits…
Employment & Non-Compete Agreements
The covenants binding the seller, executives, and key employees from competing with the b…
IP Transfer & Licensing
The legal mechanics for transferring or licensing patents, trademarks, copyrights, trade …
Real Estate Carve-Outs
The separation of operating company real estate from the operating business, often into a…
Lease Assignments
The landlord consents and lease amendments required to transfer the target's leased premi…
Customer Contract Assignment
The customer consents and notifications required to assign material customer contracts to…
Change of Control Consents
The systematic identification and collection of all third-party consents required for the…
Transition Services Agreements (TSA)
The post-close agreement under which the seller provides ongoing services to the buyer fo…
Representations & Warranties Drafting
The seller's contractual statements about the business, used to allocate risk and trigger…
Disclosure Schedules
The seller's structured exceptions to the representations and warranties, listing the act…
Post-Close Governance
The board composition, voting rights, information rights, and protective provisions that …
Capital Markets Post-Close
The introduction of refinancing, growth equity, dividend recap, and strategic exit option…
Dividend Recapitalization
A refinancing that returns capital to the sponsor and LPs without selling the platform, t…
Exit Preparation
The 12 to 24 month legal and structural workstream that positions the platform for sale t…
Bring the energy services deal.
Independent sponsor counsel that already speaks the energy services vocabulary.