Independent Sponsor ERISA & Benefits Diligence in B2B Services
Independent sponsor counsel for B2B services, focused on ERISA & Benefits Diligence and the deal mechanics that protect sponsor economics and LP alignment.
Every B2B services acquisition has its own gravity. ERISA & Benefits Diligence 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.
How ERISA & Benefits Diligence actually gets structured.
Pull the 5500s and audit reports for the last three years.
Identify any controlled-group exposure that follows the seller post-close.
Address multi-employer pension withdrawal liability where applicable.
Plan the benefits transition to the buyer's plans, with a TSA period if needed.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the ERISA & Benefits Diligence workstream.
Skipping the multi-employer pension review. It can show up as a 7-figure surprise three months post-close.
"ERISA is the silent deal-killer. Treat it like senior debt diligence."Jason Powell · ERISA & Benefits Diligence
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.
Independent Sponsor Economics for B2B Services
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for B2B Services
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for B2B Services
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Equity Rollover for B2B Services
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
ERISA & Benefits Diligence for Healthcare Services
roll-up of physician practices and ancillary service lines
ERISA & Benefits Diligence for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a B2B services target, and a ERISA & Benefits Diligence 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.