Waste & Recycling 338(h)(10) Elections: An Independent Sponsor's Counsel
Independent sponsor counsel for waste and recycling, focused on 338(h)(10) Elections and the deal mechanics that protect sponsor economics and LP alignment.
An independent sponsor closing waste and recycling transactions in the $12M to $150M EV range has a defined set of moves at the 338(h)(10) Elections stage. Most of them are not in a generic M&A textbook.
The typical waste and recycling platform sits at $12M to $150M EV with EBITDA in the $3M to $25M range. The thesis runs on regional hauler or transfer station consolidation. Permitted volume is the asset, not the trucks. Diligence the permits before the EBITDA.
How 338(h)(10) Elections actually gets structured.
Run a side-by-side tax model showing the seller's grossed-up purchase price requirement.
Document the election in the purchase agreement, with required IRS forms attached.
Confirm the seller's eligibility, including the consolidated group structure.
Plan the tax gross-up payment, often funded out of the buyer's price.
In waste and recycling, layer in permit transfer applications filed before LOI signing as part of the 338(h)(10) Elections workstream.
Demanding a 338(h)(10) without offering the seller a tax gross-up. The election only works if the math works for the seller too.
"338(h)(10) is a buyer benefit you have to pay for. Price it into the LOI, not the surprise column."Jason Powell · 338(h)(10) Elections
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
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Representation & Warranty Insurance for Waste & Recycling
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Indemnification for Waste & Recycling
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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338(h)(10) Elections for Waste & Recycling, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.