Pre-close · Education & Training

Independent Sponsor Employment & Non-Compete Agreements in Education & Training

Negotiating Employment & Non-Compete Agreements on education and training deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $8M to $90M EV EBITDA $2M to $15M Audience Buy-side / Sponsor
The deal context

Education & Training deals in the lower middle market run a specific playbook. Employment & Non-Compete Agreements is where the structure either holds or starts to leak.

The typical education and training platform sits at $8M to $90M EV with EBITDA in the $2M to $15M range. The thesis runs on private school, training academy, or B2B training platform consolidation. Accreditation continuity is the only thing that matters in the first 30 days post-close.

The moves

How Employment & Non-Compete Agreements actually gets structured.

  1. Negotiate seller non-competes to the maximum enforceable scope, by state law.

  2. Refresh key employee restrictive covenants pre-close, where possible.

  3. Address the FTC non-compete rule and its state-by-state aftermath.

  4. Tie executive non-competes to retention bonus economics that survive a quick exit.

  5. In education and training, layer in accreditor pre-notification calendar set as part of the Employment & Non-Compete Agreements workstream.

The common mistake

Drafting a national-scope non-compete in California. Enforceability is a binary, not a spectrum.

Jason's take
"A non-compete is only as strong as the state it sits in. Draft for the state, not the deal."
Jason Powell · Employment & Non-Compete Agreements
Capital after close

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.

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

Employment & Non-Compete Agreements for Education & Training, 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.