Capital raise · Energy Services

Energy Services Deals: Management Fee Structuring Done Right

When the deal is energy services 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 $10M to $140M EV EBITDA $2.5M to $24M Audience Independent Sponsor
The deal context

An independent sponsor closing energy services transactions in the $10M to $140M EV range has a defined set of moves at the Management Fee Structuring stage. Most of them are not in a generic M&A textbook.

The typical energy services platform sits at $10M to $140M EV with EBITDA in the $2.5M to $24M range. The thesis runs on regional oilfield service or renewable services consolidation. Underwrite the trough, not the peak. Capital partners will.

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 energy services, layer in earnout indexed to gross margin instead of revenue 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.

Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the energy services 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.