Post-close · Industrial Services

Independent Sponsor Management Incentive Plans (MIP) in Industrial Services

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

EV range $10M to $130M EV EBITDA $3M to $22M Audience Independent Sponsor
The deal context

The economics on a industrial services platform deal usually hinge on a handful of structural decisions. Management Incentive Plans (MIP) is one of them.

The typical industrial services platform sits at $10M to $130M EV with EBITDA in the $3M to $22M range. The thesis runs on regional consolidation of plant maintenance, specialty contracting, or rentals. An EMR over 1.0 will cost you a half-turn at close unless you fix the story upfront.

The moves

How Management Incentive Plans (MIP) actually gets structured.

  1. Size the MIP at 10 to 15 percent of post-close equity, with 60 percent time-vested and 40 percent performance-vested.

  2. Use profits interests for tax efficiency, with a clear strike value at grant.

  3. Build double-trigger acceleration on change of control plus termination.

  4. Document the MIP in the LLC operating agreement, not in a separate plan only.

  5. In industrial services, layer in MSA renewal calendar mapped pre-LOI as part of the Management Incentive Plans (MIP) workstream.

The common mistake

Promising the MIP percentage in the LOI without modeling the impact on the LP waterfall. The LP finds out and the deal stalls.

Jason's take
"MIPs are the cheapest retention tool you have. Use them deliberately, document them precisely."
Jason Powell · Management Incentive Plans (MIP)
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
ENGAGE THE PRACTICE

Management Incentive Plans (MIP) for Industrial Services, on independent sponsor terms.

Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.