Independent Sponsor Economics Counsel for B2B Services Acquisitions
Structuring Independent Sponsor Economics on B2B services deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Independent Sponsor Economics 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.
How Independent Sponsor Economics actually gets structured.
Anchor on 20 to 25 percent carry above an 8 percent preferred return, with a 50/50 catch-up.
Set the management fee at 2 percent of invested capital, capped at three years.
Charge a transaction fee of 2 to 3 percent at close, with a clear LP-approval ceiling.
Document the waterfall in the LPA, not in a side letter.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Independent Sponsor Economics workstream.
Negotiating economics with the LP only after the LOI is signed. By then, the leverage is gone.
"If you are an independent sponsor, your economics are your firm. Defend them in the LPA, not in conversation."Jason Powell · Independent Sponsor Economics
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.
Related deal pages.
LOI Negotiation for B2B Services
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
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…
Equity Rollover for B2B Services
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Earnout Structures for B2B Services
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
Independent Sponsor Economics for Healthcare Services
roll-up of physician practices and ancillary service lines
Independent Sponsor Economics for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the B2B services deal. Get Independent Sponsor Economics 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.