Independent Sponsor Indemnification in Waste & Recycling
When the deal is waste and recycling and the question is Indemnification, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
The economics on a waste and recycling platform deal usually hinge on a handful of structural decisions. Indemnification 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 Indemnification actually gets structured.
Set general indemnity survival at 18 months, fundamental reps for the full statute of limitations.
Build a basket at 0.5 percent of EV, with a deductible structure, not a tipping basket.
Cap general indemnity at 10 percent of EV, with R&W insurance carrying the layer above.
Carve out fraud, tax, and intentional breach from any cap.
In waste and recycling, layer in permit transfer applications filed before LOI signing as part of the Indemnification workstream.
Negotiating caps and baskets without first reading the disclosure schedules. The schedules dictate the real exposure.
"Indemnification only matters when the deal goes wrong. Draft it as if it will."Jason Powell · Indemnification
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.
Related deal pages.
Transaction Fee Structuring for Waste & Recycling
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Waste & Recycling
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Waste & Recycling
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Quality of Earnings for Waste & Recycling
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
Indemnification for Healthcare Services
roll-up of physician practices and ancillary service lines
Indemnification for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a waste and recycling target, and a Indemnification 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.