IT Services & MSPs Deals: Representations & Warranties Drafting Done Right
Drafting Representations & Warranties Drafting on IT services and MSPs deals, with the structure protection and capital connectivity an independent sponsor actually needs.
The economics on a IT services and MSPs platform deal usually hinge on a handful of structural decisions. Representations & Warranties Drafting 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 Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In IT services and MSPs, layer in MSA assignment review with carve-outs noted as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
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.
Transaction Fee Structuring for IT Services & MSPs
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for IT Services & MSPs
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for IT Services & MSPs
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for IT Services & MSPs
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Bring the IT services and MSPs deal. Get Representations & Warranties Drafting 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.