Pre-close · IT Services & MSPs

Independent Sponsor IP Transfer & Licensing in IT Services & MSPs

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

EV range $8M to $100M EV EBITDA $2M to $18M Audience Buy-side / Sponsor
The deal context

The economics on a IT services and MSPs platform deal usually hinge on a handful of structural decisions. IP Transfer & Licensing 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.

The moves

How IP Transfer & Licensing actually gets structured.

  1. Identify all IP, including informal employee-inventor work product.

  2. Pull assignments and works-for-hire records, with gaps remediated pre-close.

  3. Address open-source license compliance in any software stack.

  4. Plan trademark assignment recordation and continuation filings.

  5. In IT services and MSPs, layer in MSA assignment review with carve-outs noted as part of the IP Transfer & Licensing workstream.

The common mistake

Assuming the company owns its IP because the website says so. Without paper, ownership is a hope.

Jason's take
"Every piece of IP in the deal needs a chain of title. Find the gaps before the buyer's counsel does."
Jason Powell · IP Transfer & Licensing
Capital after close

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

Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.

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 IT services and MSPs target, and a IP Transfer & Licensing 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.