Independent Sponsor Transaction Fee Structuring in B2B Services
Independent sponsor counsel for B2B services, focused on Transaction Fee Structuring and the deal mechanics that protect sponsor economics and LP alignment.
An independent sponsor closing B2B services transactions in the $8M to $90M EV range has a defined set of moves at the Transaction Fee Structuring 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 Transaction Fee Structuring actually gets structured.
Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.
Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.
Build an LP-approval threshold above which a one-time vote is required.
Treat the fee as a closing distribution, paid before working capital adjustments.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Transaction Fee Structuring workstream.
Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."Jason Powell · Transaction Fee Structuring
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.
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Bring the B2B services deal. Get Transaction Fee Structuring 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.