Capital raise · IT Services & MSPs

IT Services & MSPs Deals: Search Fund to Independent Sponsor Conversion Done Right

Converting Search Fund to Independent Sponsor Conversion on IT services and MSPs deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $8M to $100M EV EBITDA $2M to $18M Audience Independent Sponsor
The deal context

Every IT services and MSPs acquisition has its own gravity. Search Fund to Independent Sponsor Conversion 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.

The moves

How Search Fund to Independent Sponsor Conversion actually gets structured.

  1. Reset economics: traditional 25 percent carry tranches do not translate cleanly to deal-by-deal.

  2. Renegotiate investor rights so single-deal commitments do not carry fund-style governance.

  3. Document the conversion with new entity formation, not just an amendment.

  4. Refresh the cap table to reflect deal-specific co-investment, not pooled fund commitments.

  5. In IT services and MSPs, layer in MSA assignment review with carve-outs noted as part of the Search Fund to Independent Sponsor Conversion workstream.

The common mistake

Trying to convert mid-search. The original investors expect their committed-capital economics; the conversion has to be deliberate and consensual.

Jason's take
"Search and independent sponsor look similar from outside and are different inside. Convert with paper, not assumption."
Jason Powell · Search Fund to Independent Sponsor Conversion
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
WORK WITH JASON

Bring the IT services and MSPs deal. Get Search Fund to Independent Sponsor Conversion 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.