Close · Waste & Recycling

Waste & Recycling Transaction Fee Structuring: An Independent Sponsor's Counsel

Structuring Transaction Fee Structuring 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 Independent Sponsor
The deal context

Transaction Fee Structuring on waste and recycling deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

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 Transaction Fee Structuring actually gets structured.

  1. Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.

  2. Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.

  3. Build an LP-approval threshold above which a one-time vote is required.

  4. Treat the fee as a closing distribution, paid before working capital adjustments.

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

The common mistake

Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.

Jason's take
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."
Jason Powell · Transaction Fee Structuring
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

Transaction Fee Structuring 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.