LOI Negotiation Counsel for Vertical SaaS Acquisitions
Negotiating LOI Negotiation on vertical SaaS deals, with the structure protection and capital connectivity an independent sponsor actually needs.
LOI Negotiation on vertical SaaS deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.
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 LOI Negotiation actually gets structured.
Cap the exclusivity at 60 days, with one 30-day extension you control.
Name the earnout, the rollover percentage, and the management fee in the LOI itself, not later.
Reserve QofE and rep-and-warranty insurance as buyer expenses, paid at close.
Build a no-shop carve-out for inbound strategic bids above a threshold.
In vertical SaaS, layer in ARR bridge built before LOI signing as part of the LOI Negotiation workstream.
Letting the seller's counsel draft the first LOI. The frame of reference sets every fight that follows.
"An LOI is not a non-binding nicety. It is the deal, in skeleton."Jason Powell · LOI Negotiation
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.
Related deal pages.
Independent Sponsor Economics for Vertical SaaS
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Vertical SaaS
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Vertical SaaS
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Earnout Structures for Vertical SaaS
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
LOI Negotiation for Healthcare Services
roll-up of physician practices and ancillary service lines
LOI Negotiation for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the vertical SaaS deal. Get LOI Negotiation 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.