Independent Sponsor Post-Close Cap Table Design in Aerospace & Defense
Independent sponsor counsel for aerospace and defense, focused on Post-Close Cap Table Design and the deal mechanics that protect sponsor economics and LP alignment.
An independent sponsor closing aerospace and defense transactions in the $15M to $200M EV range has a defined set of moves at the Post-Close Cap Table Design stage. Most of them are not in a generic M&A textbook.
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 Post-Close Cap Table Design actually gets structured.
Reserve a 10 to 15 percent management incentive pool, vesting on time and performance.
Document profits interests in the LLC operating agreement with a clear strike value.
Build anti-dilution mechanics for the rolled-equity sellers, narrowly.
Plan for add-on equity issuances with pre-approved dilution mechanics.
In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the Post-Close Cap Table Design workstream.
Designing the cap table for day one only. The cap table you sign at close is the cap table you live with through year five.
"Cap tables are forecasts. Build them for the deal you want in year five, not the deal you signed in week one."Jason Powell · Post-Close Cap Table Design
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.
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Bring the aerospace and defense deal. Get Post-Close Cap Table Design 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.