Vertical SaaS Exit Preparation: An Independent Sponsor's Counsel
Independent sponsor counsel for vertical SaaS, focused on Exit Preparation and the deal mechanics that protect sponsor economics and LP alignment.
An independent sponsor closing vertical SaaS transactions in the $10M to $200M EV range has a defined set of moves at the Exit Preparation stage. Most of them are not in a generic M&A textbook.
The typical vertical SaaS platform sits at $10M to $200M EV with EBITDA in the $2M to $30M (or run-rate ARR) range. The thesis runs on platform plus adjacent module acquisitions inside a single end-market. The ARR number on the CIM is rarely the ARR number on the closing balance sheet. Reconcile early.
How Exit Preparation actually gets structured.
Clean the cap table 18 months before the planned exit window.
Refresh the IP, employment, and customer contract files for diligence readiness.
Build a quality-of-earnings ready financial package well before bankers come in.
Coordinate sponsor exit economics with the LP waterfall and any rolled-equity holders.
In vertical SaaS, layer in ARR bridge built before LOI signing as part of the Exit Preparation workstream.
Starting exit prep when the banker calls. By then, every fix costs price.
"Exit prep is what separates a 6x outcome from an 8x outcome. The work starts before the banker."Jason Powell · Exit Preparation
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
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Exit Preparation for Healthcare Services
roll-up of physician practices and ancillary service lines
Exit Preparation for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a vertical SaaS target, and a Exit Preparation 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.