Pre-close · B2B Services

Change of Control Consents for B2B Services Independent Sponsors

Independent sponsor counsel for B2B services, focused on Change of Control Consents and the deal mechanics that protect sponsor economics and LP alignment.

EV range $8M to $90M EV EBITDA $2M to $18M Audience Buy-side / Sponsor
The deal context

Every B2B services acquisition has its own gravity. Change of Control Consents is the workstream where independent sponsor counsel earns the seat.

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 Change of Control Consents actually gets structured.

  1. Build a consent matrix from the data room contracts.

  2. Sort consents into required, prudent, and informational categories.

  3. Assign owners and deadlines for each consent.

  4. Track consent progress in a single closing dashboard.

  5. In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Change of Control Consents workstream.

The common mistake

Discovering a required consent on the day before close. The signing slips, the deal team loses leverage.

Jason's take
"Consents are a project, not a footnote. Run them like a project."
Jason Powell · Change of Control Consents
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 Change of Control Consents 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.