Transition Services Agreements (TSA) for B2B Services Independent Sponsors
Drafting Transition Services Agreements (TSA) on B2B services deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Every B2B services acquisition has its own gravity. Transition Services Agreements (TSA) 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.
How Transition Services Agreements (TSA) actually gets structured.
Define every service with measurable inputs, outputs, and durations.
Price each service at actual cost plus a defined margin.
Set termination rights for both sides, with notice periods.
Address data privacy and security obligations across the transition.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Transition Services Agreements (TSA) workstream.
Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.
"A good TSA reads like a SLA. A bad TSA reads like a memo."Jason Powell · Transition Services Agreements (TSA)
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
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for B2B Services
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
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…
Transition Services Agreements (TSA) for Healthcare Services
roll-up of physician practices and ancillary service lines
Transition Services Agreements (TSA) for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a B2B services target, and a Transition Services Agreements (TSA) 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.