Pre-LOI · Waste & Recycling

Independent Sponsor LOI Negotiation in Waste & Recycling

Negotiating LOI Negotiation on waste and recycling deals, with the structure protection and capital connectivity an independent sponsor actually needs.

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

The economics on a waste and recycling platform deal usually hinge on a handful of structural decisions. LOI Negotiation 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.

The moves

How LOI Negotiation actually gets structured.

  1. Cap the exclusivity at 60 days, with one 30-day extension you control.

  2. Name the earnout, the rollover percentage, and the management fee in the LOI itself, not later.

  3. Reserve QofE and rep-and-warranty insurance as buyer expenses, paid at close.

  4. Build a no-shop carve-out for inbound strategic bids above a threshold.

  5. In waste and recycling, layer in permit transfer applications filed before LOI signing as part of the LOI Negotiation workstream.

The common mistake

Letting the seller's counsel draft the first LOI. The frame of reference sets every fight that follows.

Jason's take
"An LOI is not a non-binding nicety. It is the deal, in skeleton."
Jason Powell · LOI Negotiation
Capital after close

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.

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

LOI Negotiation 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.