Cybersecurity Services Deals: Change of Control Consents Done Right
Securities and M&A counsel for independent sponsors managing cybersecurity services transactions, from LOI to close to the capital markets that open up afterward.
An independent sponsor closing cybersecurity services transactions in the $10M to $130M EV range has a defined set of moves at the Change of Control Consents stage. Most of them are not in a generic M&A textbook.
The typical cybersecurity services platform sits at $10M to $130M EV with EBITDA in the $2.5M to $22M range. The thesis runs on MSSP or specialty consulting platform. Cleared workforce is the moat. Cleared workforce can also be the deal-killer in CFIUS reviews.
How Change of Control Consents actually gets structured.
Build a consent matrix from the data room contracts.
Sort consents into required, prudent, and informational categories.
Assign owners and deadlines for each consent.
Track consent progress in a single closing dashboard.
In cybersecurity services, layer in FSO succession plan in place as part of the Change of Control Consents workstream.
Discovering a required consent on the day before close. The signing slips, the deal team loses leverage.
"Consents are a project, not a footnote. Run them like a project."Jason Powell · Change of Control Consents
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.
Independent Sponsor Economics for Cybersecurity Services
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Cybersecurity Services
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for Cybersecurity Services
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Cybersecurity Services
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
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Change of Control Consents for Home Services
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An LOI on the desk, a cybersecurity services target, and a Change of Control Consents 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.