Capital raise · B2B Services

Capital Partner LPA Counsel for B2B Services Acquisitions

When the deal is B2B services and the question is Capital Partner LPA, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $8M to $90M EV EBITDA $2M to $18M Audience Independent Sponsor
The deal context

Capital Partner LPA on B2B services deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

The typical B2B services platform sits at $8M to $90M EV with EBITDA in the $2M to $18M range. The thesis runs on recurring revenue service platform with bolt-on operators. Most B2B services deals look better in the CIM than in the data room. Skip the CIM, ask for the contracts.

The moves

How Capital Partner LPA actually gets structured.

  1. Anchor on a 20 percent carry above an 8 percent preferred return, 50/50 catch-up.

  2. Build a one-vote, one-LP majority for any waterfall change.

  3. Define key-person and removal-for-cause provisions narrowly.

  4. Make distributions quarterly, with an annual true-up against the waterfall.

  5. In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Capital Partner LPA workstream.

The common mistake

Reusing a fund LPA template for a deal-by-deal structure. The economics, governance, and waterfall need to be different.

Jason's take
"The LPA outlives the deal. Draft it like the next ten deals will be governed by the same paper."
Jason Powell · Capital Partner LPA
Capital after close

The deal is one thing. The capital that opens up after close is another.

Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the B2B services deal. Get Capital Partner LPA 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.