Transaction Fee Structuring Counsel for Aerospace & Defense Acquisitions
When the deal is aerospace and defense and the question is Transaction Fee Structuring, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
An independent sponsor closing aerospace and defense transactions in the $15M to $200M EV range has a defined set of moves at the Transaction Fee Structuring 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 Transaction Fee Structuring actually gets structured.
Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.
Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.
Build an LP-approval threshold above which a one-time vote is required.
Treat the fee as a closing distribution, paid before working capital adjustments.
In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the Transaction Fee Structuring workstream.
Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."Jason Powell · Transaction Fee Structuring
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.
Related deal pages.
Working Capital Adjustments for Aerospace & Defense
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Representation & Warranty Insurance for Aerospace & Defense
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Indemnification for Aerospace & Defense
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Quality of Earnings for Aerospace & Defense
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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An LOI on the desk, a aerospace and defense target, and a Transaction Fee Structuring 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.