Capital raise · Cybersecurity Services

Search Fund to Independent Sponsor Conversion Counsel for Cybersecurity Services Acquisitions

Converting Search Fund to Independent Sponsor Conversion on cybersecurity services deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $10M to $130M EV EBITDA $2.5M to $22M Audience Independent Sponsor
The deal context

An independent sponsor closing cybersecurity services transactions in the $10M to $130M EV range has a defined set of moves at the Search Fund to Independent Sponsor Conversion 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.

The moves

How Search Fund to Independent Sponsor Conversion actually gets structured.

  1. Reset economics: traditional 25 percent carry tranches do not translate cleanly to deal-by-deal.

  2. Renegotiate investor rights so single-deal commitments do not carry fund-style governance.

  3. Document the conversion with new entity formation, not just an amendment.

  4. Refresh the cap table to reflect deal-specific co-investment, not pooled fund commitments.

  5. In cybersecurity services, layer in FSO succession plan in place as part of the Search Fund to Independent Sponsor Conversion workstream.

The common mistake

Trying to convert mid-search. The original investors expect their committed-capital economics; the conversion has to be deliberate and consensual.

Jason's take
"Search and independent sponsor look similar from outside and are different inside. Convert with paper, not assumption."
Jason Powell · Search Fund to Independent Sponsor Conversion
Capital after close

The deal is one thing. The capital that opens up after close is another.

The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.

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

Search Fund to Independent Sponsor Conversion 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.