Aerospace & Defense Management Fee Structuring: An Independent Sponsor's Counsel
Structuring Management Fee Structuring on aerospace and defense deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Aerospace & Defense deals in the lower middle market run a specific playbook. Management Fee Structuring is where the structure either holds or starts to leak.
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 Management Fee Structuring actually gets structured.
Set the fee at 2 percent of invested capital, stepping to 1.5 percent after year three.
Carve out portfolio-company services so add-on diligence is reimbursable.
Allow accrual if cash flow does not support payment, with later cash catch-up.
Make the fee subordinate to debt service, not to LP preferred return.
In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the Management Fee Structuring workstream.
Pricing the fee on enterprise value instead of invested capital. EV-based fees punish you on the first add-on.
"The management fee pays for the firm. Underprice it and you will run a hobby, not a platform."Jason Powell · Management Fee Structuring
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
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…
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.
Management Fee Structuring for Healthcare Services
roll-up of physician practices and ancillary service lines
Management Fee Structuring for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Management Fee Structuring 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.