Transaction Fee Structuring Counsel for Vertical SaaS Acquisitions
Independent sponsor counsel for vertical SaaS, focused on Transaction Fee Structuring and the deal mechanics that protect sponsor economics and LP alignment.
Transaction Fee Structuring 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 Transaction Fee Structuring actually gets structured.
Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.
Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.
Build an LP-approval threshold above which a one-time vote is required.
Treat the fee as a closing distribution, paid before working capital adjustments.
In vertical SaaS, layer in ARR bridge built before LOI signing as part of the Transaction Fee Structuring workstream.
Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."Jason Powell · Transaction Fee Structuring
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.
Related deal pages.
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…
Quality of Earnings for Vertical SaaS
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
Transaction Fee Structuring for Healthcare Services
roll-up of physician practices and ancillary service lines
Transaction Fee Structuring for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a vertical SaaS 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.