Close · Energy Services

Seller Financing for Energy Services Independent Sponsors

Securities and M&A counsel for independent sponsors structuring energy services transactions, from LOI to close to the capital markets that open up afterward.

EV range $10M to $140M EV EBITDA $2.5M to $24M Audience Buy & Sell-side
The deal context

The economics on a energy services platform deal usually hinge on a handful of structural decisions. Seller Financing is one of them.

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 Seller Financing actually gets structured.

  1. Anchor seller notes at 5 to 15 percent of EV, with a 4 to 6 year term.

  2. Subordinate explicitly to senior and mezzanine debt with a clear standstill on default.

  3. Price interest at 6 to 8 percent, with cash pay or PIK depending on the senior package.

  4. Build prepayment optionality so refinancing flexibility is preserved.

  5. In energy services, layer in earnout indexed to gross margin instead of revenue as part of the Seller Financing workstream.

The common mistake

Treating the seller note as a hand-shake. Sellers sue on notes more often than on equity disputes.

Jason's take
"A seller note is debt. Document it like debt. Service it like debt."
Jason Powell · Seller Financing
Capital after close

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.

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 Seller Financing 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.