Education & Training Deals: Post-Close Cap Table Design Done Right
Securities and M&A counsel for independent sponsors designing education and training transactions, from LOI to close to the capital markets that open up afterward.
The economics on a education and training platform deal usually hinge on a handful of structural decisions. Post-Close Cap Table Design is one of them.
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.
How Post-Close Cap Table Design actually gets structured.
Reserve a 10 to 15 percent management incentive pool, vesting on time and performance.
Document profits interests in the LLC operating agreement with a clear strike value.
Build anti-dilution mechanics for the rolled-equity sellers, narrowly.
Plan for add-on equity issuances with pre-approved dilution mechanics.
In education and training, layer in accreditor pre-notification calendar set as part of the Post-Close Cap Table Design workstream.
Designing the cap table for day one only. The cap table you sign at close is the cap table you live with through year five.
"Cap tables are forecasts. Build them for the deal you want in year five, not the deal you signed in week one."Jason Powell · Post-Close Cap Table Design
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.
Related deal pages.
Transaction Fee Structuring for Education & Training
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Working Capital Adjustments for Education & Training
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Representation & Warranty Insurance for Education & Training
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Education & Training
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Bring the education and training deal. Get Post-Close Cap Table Design 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.