Capital raise · Education & Training

Management Fee Structuring for Education & Training Independent Sponsors

When the deal is education and training and the question is Management Fee Structuring, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $8M to $90M EV EBITDA $2M to $15M Audience Independent Sponsor
The deal context

Education & Training deals in the lower middle market run a specific playbook. Management Fee Structuring 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 Management Fee Structuring actually gets structured.

  1. Set the fee at 2 percent of invested capital, stepping to 1.5 percent after year three.

  2. Carve out portfolio-company services so add-on diligence is reimbursable.

  3. Allow accrual if cash flow does not support payment, with later cash catch-up.

  4. Make the fee subordinate to debt service, not to LP preferred return.

  5. In education and training, layer in accreditor pre-notification calendar set as part of the Management Fee Structuring workstream.

The common mistake

Pricing the fee on enterprise value instead of invested capital. EV-based fees punish you on the first add-on.

Jason's take
"The management fee pays for the firm. Underprice it and you will run a hobby, not a platform."
Jason Powell · Management Fee Structuring
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
WORK WITH JASON

Bring the education and training deal. Get Management Fee Structuring done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.