Aerospace & Defense Post-Close Governance: An Independent Sponsor's Counsel
Securities and M&A counsel for independent sponsors designing aerospace and defense transactions, from LOI to close to the capital markets that open up afterward.
Every aerospace and defense acquisition has its own gravity. Post-Close Governance is the workstream where independent sponsor counsel earns the seat.
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 Governance actually gets structured.
Build a board with sponsor majority, one LP-elected seat, and one independent.
Define LP protective provisions narrowly, focused on dilution, exit, and related-party transactions.
Set information rights at monthly financial and quarterly board-level updates.
Plan the annual budget approval cadence so the sponsor can run the business.
In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the Post-Close Governance workstream.
Negotiating governance like a fund LPA. independent sponsor governance has to be lighter and faster.
"Governance design decides whether the operator runs the company or files reports."Jason Powell · Post-Close Governance
The deal is one thing. The capital that opens up after close is another.
The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.
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An LOI on the desk, a aerospace and defense target, and a Post-Close Governance question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.