LOI Negotiation Counsel for IT Services & MSPs Acquisitions
Securities and M&A counsel for independent sponsors negotiating IT services and MSPs transactions, from LOI to close to the capital markets that open up afterward.
Every IT services and MSPs acquisition has its own gravity. LOI Negotiation is the workstream where independent sponsor counsel earns the seat.
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 LOI Negotiation actually gets structured.
Cap the exclusivity at 60 days, with one 30-day extension you control.
Name the earnout, the rollover percentage, and the management fee in the LOI itself, not later.
Reserve QofE and rep-and-warranty insurance as buyer expenses, paid at close.
Build a no-shop carve-out for inbound strategic bids above a threshold.
In IT services and MSPs, layer in MSA assignment review with carve-outs noted as part of the LOI Negotiation workstream.
Letting the seller's counsel draft the first LOI. The frame of reference sets every fight that follows.
"An LOI is not a non-binding nicety. It is the deal, in skeleton."Jason Powell · LOI Negotiation
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.
Related deal pages.
Independent Sponsor Economics for IT Services & MSPs
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
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.
LOI Negotiation for Healthcare Services
roll-up of physician practices and ancillary service lines
LOI Negotiation for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the IT services and MSPs deal. Get LOI Negotiation 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.