Pre-close · Education & Training

Real Estate Carve-Outs Counsel for Education & Training Acquisitions

Independent sponsor counsel for education and training, focused on Real Estate Carve-Outs and the deal mechanics that protect sponsor economics and LP alignment.

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

Real Estate Carve-Outs on education and training deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

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 Real Estate Carve-Outs actually gets structured.

  1. Separate operating real estate into a single-purpose entity pre-close.

  2. Document an arm's-length lease with renewal options and assignment rights.

  3. Address title, survey, and environmental on each parcel.

  4. Coordinate the real estate close with the operating company close.

  5. In education and training, layer in accreditor pre-notification calendar set as part of the Real Estate Carve-Outs workstream.

The common mistake

Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.

Jason's take
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."
Jason Powell · Real Estate Carve-Outs
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
TALK TO JASON

An LOI on the desk, a education and training target, and a Real Estate Carve-Outs question worth a real conversation.

Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.