IT Services & MSPs Deals: Independent Sponsor Economics Done Right
When the deal is IT services and MSPs and the question is Independent Sponsor Economics, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
The economics on a IT services and MSPs platform deal usually hinge on a handful of structural decisions. Independent Sponsor Economics is one of them.
The typical IT services and MSPs platform sits at $8M to $100M EV with EBITDA in the $2M to $18M range. The thesis runs on MSP platform with regional or vertical-specific bolt-ons. An MSP at 70% recurring revenue trades at one multiple, at 90% trades at a different one. The mix is the deal.
How Independent Sponsor Economics actually gets structured.
Anchor on 20 to 25 percent carry above an 8 percent preferred return, with a 50/50 catch-up.
Set the management fee at 2 percent of invested capital, capped at three years.
Charge a transaction fee of 2 to 3 percent at close, with a clear LP-approval ceiling.
Document the waterfall in the LPA, not in a side letter.
In IT services and MSPs, layer in MSA assignment review with carve-outs noted as part of the Independent Sponsor Economics workstream.
Negotiating economics with the LP only after the LOI is signed. By then, the leverage is gone.
"If you are an independent sponsor, your economics are your firm. Defend them in the LPA, not in conversation."Jason Powell · Independent Sponsor Economics
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.
Related deal pages.
LOI Negotiation for IT Services & MSPs
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Management Fee Structuring for IT Services & MSPs
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for IT Services & MSPs
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Earnout Structures for IT Services & MSPs
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
Independent Sponsor Economics for Healthcare Services
roll-up of physician practices and ancillary service lines
Independent Sponsor Economics for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a IT services and MSPs target, and a Independent Sponsor Economics 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.