State Tax Planning Counsel for B2B Services Acquisitions
Securities and M&A counsel for independent sponsors planning B2B services transactions, from LOI to close to the capital markets that open up afterward.
The economics on a B2B services platform deal usually hinge on a handful of structural decisions. State Tax Planning is one of them.
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 State Tax Planning actually gets structured.
Map nexus exposure in every state the target operates in, including remote workers.
Plan sales tax succession liability, particularly in California, New York, and Texas.
Address pass-through entity tax (PTET) elections where federal SALT cap matters.
Document state-by-state qualification for the new entity post-close.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the State Tax Planning workstream.
Assuming state tax is a closing-mechanics issue. It is a valuation issue when the historic liability is large.
"State tax is where the seller's lawyer forgot to look. The buyer always pays for it."Jason Powell · State Tax Planning
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
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Working Capital Adjustments for B2B Services
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regional roll-ups of HVAC, plumbing, and electrical operators
State Tax Planning 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.