Pre-close · Vertical SaaS

Lease Assignments for Vertical SaaS Independent Sponsors

Securities and M&A counsel for independent sponsors managing vertical SaaS transactions, from LOI to close to the capital markets that open up afterward.

EV range $10M to $200M EV EBITDA $2M to $30M (or run-rate ARR) Audience Buy-side / Sponsor
The deal context

An independent sponsor closing vertical SaaS transactions in the $10M to $200M EV range has a defined set of moves at the Lease Assignments 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.

The moves

How Lease Assignments actually gets structured.

  1. Pull every lease, estoppel, and SNDA in the data room.

  2. Identify landlord consent requirements and prepare consent packages.

  3. Address landlord recapture rights that can be triggered at change of control.

  4. Sequence consent collection to avoid a last-minute single-landlord veto.

  5. In vertical SaaS, layer in ARR bridge built before LOI signing as part of the Lease Assignments workstream.

The common mistake

Waiting until two weeks before close to request landlord consents. Landlords use the timeline against the buyer.

Jason's take
"Lease consents are the deal-killer that never makes the highlight reel. Start early, finish early."
Jason Powell · Lease Assignments
Capital after close

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.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the vertical SaaS deal. Get Lease Assignments 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.