Close · Precision Manufacturing

Transaction Fee Structuring Counsel for Precision Manufacturing Acquisitions

Structuring Transaction Fee Structuring on precision manufacturing deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $10M to $150M EV EBITDA $2.5M to $25M Audience Independent Sponsor
The deal context

The economics on a precision manufacturing platform deal usually hinge on a handful of structural decisions. Transaction Fee Structuring is one of them.

The typical precision manufacturing platform sits at $10M to $150M EV with EBITDA in the $2.5M to $25M range. The thesis runs on platform plus tuck-in machine shops or aerospace-qualified shops. Most precision manufacturing sellers will not sign an LOI without a known capital partner already named.

The moves

How Transaction Fee Structuring actually gets structured.

  1. Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.

  2. Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.

  3. Build an LP-approval threshold above which a one-time vote is required.

  4. Treat the fee as a closing distribution, paid before working capital adjustments.

  5. In precision manufacturing, layer in AS9100 succession plan as a closing condition as part of the Transaction Fee Structuring workstream.

The common mistake

Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.

Jason's take
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."
Jason Powell · Transaction Fee Structuring
Capital after close

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

Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.

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 precision manufacturing target, and a Transaction Fee Structuring 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.