Earnout Structures Counsel for Waste & Recycling Acquisitions
Securities and M&A counsel for independent sponsors structuring waste and recycling transactions, from LOI to close to the capital markets that open up afterward.
The economics on a waste and recycling platform deal usually hinge on a handful of structural decisions. Earnout Structures is one of them.
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 Earnout Structures actually gets structured.
Tie the earnout to gross profit or contribution margin, not revenue, to avoid sandbagging.
Cap the earnout window at 24 months. Anything longer is a litigation risk.
Build acceleration on a change of control or buyer-driven operational change.
Name an arbitrator and the accounting standard in the agreement.
In waste and recycling, layer in permit transfer applications filed before LOI signing as part of the Earnout Structures workstream.
Drafting the earnout in three paragraphs. Earnouts are the second-most-litigated provision in M&A.
"If the earnout could be measured by a teenager with a spreadsheet, you wrote it well."Jason Powell · Earnout Structures
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.
LOI Negotiation for Waste & Recycling
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Waste & Recycling
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Waste & Recycling
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Waste & Recycling
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Earnout Structures for Healthcare Services
roll-up of physician practices and ancillary service lines
Earnout Structures for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Earnout Structures 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.