Post-close · B2B Services

Post-Close Governance for B2B Services Independent Sponsors

Designing Post-Close Governance on B2B services deals, with the structure protection and capital connectivity an independent sponsor actually needs.

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

Every B2B services acquisition has its own gravity. Post-Close Governance 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 Post-Close Governance actually gets structured.

  1. Build a board with sponsor majority, one LP-elected seat, and one independent.

  2. Define LP protective provisions narrowly, focused on dilution, exit, and related-party transactions.

  3. Set information rights at monthly financial and quarterly board-level updates.

  4. Plan the annual budget approval cadence so the sponsor can run the business.

  5. In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Post-Close Governance workstream.

The common mistake

Negotiating governance like a fund LPA. independent sponsor governance has to be lighter and faster.

Jason's take
"Governance design decides whether the operator runs the company or files reports."
Jason Powell · Post-Close Governance
Capital after close

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

Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Post-Close Governance 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.