B2B Services Deals: Post-Close Cap Table Design Done Right
When the deal is B2B services and the question is Post-Close Cap Table Design, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
An independent sponsor closing B2B services transactions in the $8M to $90M EV range has a defined set of moves at the Post-Close Cap Table Design stage. Most of them are not in a generic M&A textbook.
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 Post-Close Cap Table Design actually gets structured.
Reserve a 10 to 15 percent management incentive pool, vesting on time and performance.
Document profits interests in the LLC operating agreement with a clear strike value.
Build anti-dilution mechanics for the rolled-equity sellers, narrowly.
Plan for add-on equity issuances with pre-approved dilution mechanics.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Post-Close Cap Table Design workstream.
Designing the cap table for day one only. The cap table you sign at close is the cap table you live with through year five.
"Cap tables are forecasts. Build them for the deal you want in year five, not the deal you signed in week one."Jason Powell · Post-Close Cap Table Design
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.
Transaction Fee Structuring for B2B Services
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Working Capital Adjustments for B2B Services
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Representation & Warranty Insurance for B2B Services
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for B2B Services
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Post-Close Cap Table Design for B2B Services, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.