Mindset & POV · Two-Sided Truth · Note 23

What the firm actually is.

Not a fund. Not a one-off advisor. The discipline of treating every deal as if it were the first of many.

The independent sponsor's firm is not a fund. The independent sponsor's firm is also not a one-off advisor.

The firm is the discipline of treating every deal as if it were the first of many, while running every deal as if it were the only one that mattered.

That balance shows up in the economics. It shows up in the LP roster. It shows up in the operator bench. It shows up in the relationships that get used twice, then four times, then ten times.

If you are five deals in and the firm does not feel like a firm, the issue is rarely the deal flow. It is usually the documents.

A traditional PE fund is its documents. The fund's LPA defines its economics. The fund's investment committee structure defines its decisions. The fund's reporting cadence defines its relationships.

An independent sponsor practice does not have a single fund LPA. Each deal has its own LPA. Each deal's LPA can be slightly different from the last. Over time, the differences accumulate. The firm becomes a portfolio of inconsistent agreements with overlapping but not identical LP bases.

This is the trap.

The independent sponsor who has done five deals, each with a slightly different LPA, has five sets of LP relationships, five sets of waterfall mechanics, five different governance structures, and five sets of side letters that are not aligned with each other.

If the independent sponsor wants to bring an LP who funded deal one into a co-investment on deal three, the legal mechanics are complicated. If the independent sponsor wants to consolidate reporting across all five deals for a family office that invested in three of them, the systems do not support it.

The firm has not been built. The firm has been improvised.

The fix is documentary discipline.

The independent sponsor practice should have a master LPA template. Each deal's LPA is a customization of the template. The variations are explicit and limited.

The independent sponsor practice should have a master side letter framework. Side letters are how specific LPs get specific accommodations. The framework limits the accommodations to a defined set.

The independent sponsor practice should have a master reporting package. Every LP gets the same quarterly report on the same schedule in the same format.

The independent sponsor practice should have a master diligence checklist. Every deal goes through the same checklist.

The independent sponsor practice should have a master capital partner roster. The roster tracks every LP who has invested in any deal, with notes on their preferences, their check size range, their decision-making style, and their relationship history. The roster is the firm's memory.

Each of these documents is independently boring. Together they are the firm.

Fix the documents. The firm will follow.

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