Close · Industrial Services

Industrial Services Transition Services Agreements (TSA): An Independent Sponsor's Counsel

When the deal is industrial services and the question is Transition Services Agreements (TSA), the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $10M to $130M EV EBITDA $3M to $22M Audience Buy-side / Sponsor
The deal context

The economics on a industrial services platform deal usually hinge on a handful of structural decisions. Transition Services Agreements (TSA) 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 Transition Services Agreements (TSA) actually gets structured.

  1. Define every service with measurable inputs, outputs, and durations.

  2. Price each service at actual cost plus a defined margin.

  3. Set termination rights for both sides, with notice periods.

  4. Address data privacy and security obligations across the transition.

  5. In industrial services, layer in MSA renewal calendar mapped pre-LOI as part of the Transition Services Agreements (TSA) workstream.

The common mistake

Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.

Jason's take
"A good TSA reads like a SLA. A bad TSA reads like a memo."
Jason Powell · Transition Services Agreements (TSA)
Capital after close

The deal is one thing. The capital that opens up after close is another.

After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.

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 industrial services target, and a Transition Services Agreements (TSA) 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.