Diligence · Cybersecurity Services

Cybersecurity Services Deals: Quality of Earnings Done Right

Independent sponsor counsel for cybersecurity services, focused on Quality of Earnings and the deal mechanics that protect sponsor economics and LP alignment.

EV range $10M to $130M EV EBITDA $2.5M to $22M Audience Buy-side / Sponsor
The deal context

Quality of Earnings on cybersecurity services deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

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.

The moves

How Quality of Earnings actually gets structured.

  1. Engage QofE within five business days of LOI signing.

  2. Scope to include working capital normalization, deferred revenue, and customer concentration.

  3. Share preliminary findings with the seller before final report, to surface disputes early.

  4. Coordinate QofE findings into both the purchase agreement and the LP commitment package.

  5. In cybersecurity services, layer in FSO succession plan in place as part of the Quality of Earnings workstream.

The common mistake

Treating QofE as a back-office exercise. It is the basis for the price, the working capital peg, and the LP pitch.

Jason's take
"The QofE is the deal book. Read it twice before you negotiate anything."
Jason Powell · Quality of Earnings
Capital after close

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.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Quality of Earnings for Cybersecurity 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.