Close · Wealth Advisors & RIAs

Wealth Advisors & RIAs Transaction Fee Structuring: An Independent Sponsor's Counsel

Independent sponsor counsel for wealth advisors and RIAs, focused on Transaction Fee Structuring and the deal mechanics that protect sponsor economics and LP alignment.

EV range $10M to $180M EV EBITDA $3M to $25M Audience Independent Sponsor
The deal context

An independent sponsor closing wealth advisors and RIAs transactions in the $10M to $180M EV range has a defined set of moves at the Transaction Fee Structuring stage. Most of them are not in a generic M&A textbook.

The typical wealth advisors and RIAs platform sits at $10M to $180M EV with EBITDA in the $3M to $25M range. The thesis runs on RIA aggregation or wealth platform roll-up. Client consent process is the longest pole. Start it the day after the LOI signs.

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 wealth advisors and RIAs, layer in negative consent process timed with regulators 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.

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
WORK WITH JASON

Bring the wealth advisors and RIAs deal. Get Transaction Fee Structuring done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.