Aerospace & Defense Co-Investment Rights: An Independent Sponsor's Counsel
Securities and M&A counsel for independent sponsors negotiating aerospace and defense transactions, from LOI to close to the capital markets that open up afterward.
Co-Investment Rights on aerospace and defense deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.
The typical aerospace and defense platform sits at $15M to $200M EV with EBITDA in the $3M to $30M range. The thesis runs on tier-two or tier-three supplier consolidation with certifications as moat. Foreign LP capital can trigger CFIUS review on the cleanest of deals. Map the cap table early.
How Co-Investment Rights actually gets structured.
Define co-invest rights pro-rata to the LP's deal commitment.
Build a 30-day decision window so the deal does not stall.
Limit co-invest fees and carry, if any, to reflect the relationship value.
Document the right in the LPA, not in a side letter.
In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the Co-Investment Rights workstream.
Granting unlimited co-invest. The next LP finds out and your firm economics suffer.
"Co-investment is a privilege you give to the LPs you want to keep. Define it accordingly."Jason Powell · Co-Investment Rights
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
LOI Negotiation for Aerospace & Defense
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Aerospace & Defense
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Aerospace & Defense
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Aerospace & Defense
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Co-Investment Rights for Healthcare Services
roll-up of physician practices and ancillary service lines
Co-Investment Rights for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the aerospace and defense deal. Get Co-Investment Rights done right.
Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.