Capital raise · B2B Services

Search Fund to Independent Sponsor Conversion for B2B Services Independent Sponsors

When the deal is B2B services and the question is Search Fund to Independent Sponsor Conversion, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

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

An independent sponsor closing B2B services transactions in the $8M to $90M EV range has a defined set of moves at the Search Fund to Independent Sponsor Conversion 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.

The moves

How Search Fund to Independent Sponsor Conversion actually gets structured.

  1. Reset economics: traditional 25 percent carry tranches do not translate cleanly to deal-by-deal.

  2. Renegotiate investor rights so single-deal commitments do not carry fund-style governance.

  3. Document the conversion with new entity formation, not just an amendment.

  4. Refresh the cap table to reflect deal-specific co-investment, not pooled fund commitments.

  5. In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Search Fund to Independent Sponsor Conversion workstream.

The common mistake

Trying to convert mid-search. The original investors expect their committed-capital economics; the conversion has to be deliberate and consensual.

Jason's take
"Search and independent sponsor look similar from outside and are different inside. Convert with paper, not assumption."
Jason Powell · Search Fund to Independent Sponsor Conversion
Capital after close

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

After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
TALK TO JASON

An LOI on the desk, a B2B services target, and a Search Fund to Independent Sponsor Conversion 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.