Representations & Warranties Drafting for Vertical SaaS Independent Sponsors
Securities and M&A counsel for independent sponsors drafting vertical SaaS transactions, from LOI to close to the capital markets that open up afterward.
An independent sponsor closing vertical SaaS transactions in the $10M to $200M EV range has a defined set of moves at the Representations & Warranties Drafting 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 Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In vertical SaaS, layer in ARR bridge built before LOI signing as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
The deal is one thing. The capital that opens up after close is another.
The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.
Related deal pages.
Transaction Fee Structuring for Vertical SaaS
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Vertical SaaS
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Vertical SaaS
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Vertical SaaS
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Representations & Warranties Drafting for Healthcare Services
roll-up of physician practices and ancillary service lines
Representations & Warranties Drafting for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a vertical SaaS target, and a Representations & Warranties Drafting 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.