Aerospace & Defense Deals: LOI Negotiation Done Right
When the deal is aerospace and defense and the question is LOI Negotiation, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
The economics on a aerospace and defense platform deal usually hinge on a handful of structural decisions. LOI Negotiation is one of them.
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 LOI Negotiation actually gets structured.
Cap the exclusivity at 60 days, with one 30-day extension you control.
Name the earnout, the rollover percentage, and the management fee in the LOI itself, not later.
Reserve QofE and rep-and-warranty insurance as buyer expenses, paid at close.
Build a no-shop carve-out for inbound strategic bids above a threshold.
In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the LOI Negotiation workstream.
Letting the seller's counsel draft the first LOI. The frame of reference sets every fight that follows.
"An LOI is not a non-binding nicety. It is the deal, in skeleton."Jason Powell · LOI Negotiation
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
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.
Earnout Structures for Aerospace & Defense
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
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LOI Negotiation for Aerospace & Defense, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.