Pre-close · Waste & Recycling

Employment & Non-Compete Agreements for Waste & Recycling Independent Sponsors

Independent sponsor counsel for waste and recycling, focused on Employment & Non-Compete Agreements and the deal mechanics that protect sponsor economics and LP alignment.

EV range $12M to $150M EV EBITDA $3M to $25M Audience Buy-side / Sponsor
The deal context

Waste & Recycling deals in the lower middle market run a specific playbook. Employment & Non-Compete Agreements is where the structure either holds or starts to leak.

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.

The moves

How Employment & Non-Compete Agreements actually gets structured.

  1. Negotiate seller non-competes to the maximum enforceable scope, by state law.

  2. Refresh key employee restrictive covenants pre-close, where possible.

  3. Address the FTC non-compete rule and its state-by-state aftermath.

  4. Tie executive non-competes to retention bonus economics that survive a quick exit.

  5. In waste and recycling, layer in permit transfer applications filed before LOI signing as part of the Employment & Non-Compete Agreements workstream.

The common mistake

Drafting a national-scope non-compete in California. Enforceability is a binary, not a spectrum.

Jason's take
"A non-compete is only as strong as the state it sits in. Draft for the state, not the deal."
Jason Powell · Employment & Non-Compete Agreements
Capital after close

The deal is one thing. The capital that opens up after close is another.

Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Employment & Non-Compete Agreements 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.