What should be in an independent sponsor deal package?
An independent sponsor deal package is the indexed evidence file behind one buyout: the signed LOI, the CIM, quality of earnings or its scope, the model and sources and uses, the investment memo, debt terms, management rollover, and the independent sponsor’s economics.
No law firm publishes a 24-file list.
Independent sponsor deal package (definition). The indexed evidence file behind one deal-by-deal buyout.
It proves the LOI is signed, the earnings have a third-party look, the sources and uses close, and the independent sponsor’s closing fee, promote, and management fee are on the page.
A Drive folder of drafts is not this packet.
A 24-file vendor list is not a published requirement.
The packet, sourced, not a vendor list
Holland & Knight’s Independent Sponsors: Market Trends and Industry Insights (17 October 2023) says there is no one-size-fits-all deal structure. The folder still has a shape. Each row below cites the paper it comes from. How to send it is how an independent sponsor should share a deal with co-investors. Whether DocSend is still the tool is should an independent sponsor use DocSend or a data room.
| Put this | Why it is in the packet | Where the norm is written |
|---|---|---|
| Teaser, then CIM | The broker's book of the company. Pre-NDA is the teaser only. | Corporate Finance Institute on the CIM |
| Signed LOI and exclusivity | Proof the independent sponsor controls the process clock. | Holland & Knight, April 2024: soft-circle equity with the LOI |
| Quality of earnings, or its scope | The number capital partners underwrite. If the report is still in progress, say so. | Buy-side QoE is the accountant's paper, not a management add-back slide. |
| Model, sources and uses | Purchase price, debt, equity, fees, working capital. The sources have to add to the uses. | The independent sponsor's model, not the CIM's. |
| Investment memo | Thesis, risks, what the independent sponsor will do post-close. | The independent sponsor's paper. The CIM is the seller's. |
| Debt term sheet | Senior, mezzanine, or unitranche as actually offered, not a hoped-for multiple. | The lender's paper. |
| Management bios and rollover terms | Who stays, who rolls, on what terms. | The purchase agreement and rollover documents, once they exist. |
| Independent sponsor track record and economics | Closing fee, promote, management fee, and what the independent sponsor is putting in. | Holland & Knight, October 2023; Citrin Cooperman 2025 fees write-up |
What Holland & Knight and Citrin actually publish
For lower-middle-market deals (Holland & Knight: under $100 million enterprise value), the October 2023 alert puts annual management fees at 4 percent to 5 percent of EBITDA, closing fees at 2 percent to 2.5 percent of enterprise value, and carried interest from a 10 percent to 15 percent base up to 20 percent to 25 percent, and as high as 30 percent on home-run exits. Fifty to 100 percent of after-tax closing-fee proceeds are often rolled into the independent sponsor’s equity. Preferred returns most often sit at 8 percent per annum, accruing, not compounding. Have deal counsel review the waterfall. Federal and state securities laws may affect the ability to take a success-based closing fee; Holland & Knight says consult counsel. This page is not a template.
Citrin Cooperman’s 2025 Independent Sponsor Report (fees write-up dated 22 December 2025) surveyed more than 170 professionals. Only 3 percent of independent sponsor respondents forgo a closing fee. Of those who calculate it as a percentage of transaction value, 56 percent use 2 percent. Eighty-two percent now use a percentage of transaction value, up from 57 percent in 2017. Those are survey shares, not a required fee.
First-look, confirmatory, keep out
First-look is what a family office sees after the co-investor NDA. Confirmatory is what opens after a soft commit. Keep-out is what does not belong in this packet at all.
| Folder | First-look | Confirmatory | Keep out |
|---|---|---|---|
| Process | Signed LOI, exclusivity dates, teaser | Amendments, extension letters | A hoped-for LOI that is not signed |
| Company | CIM, current deck, management bios | Customer contracts, the seller's full diligence dump | The seller's banker room, copied wholesale |
| Earnings | QoE or the signed scope and provider | Full QoE, working-capital peg, net debt | A management add-back slide sold as a QoE |
| Capital | Sources and uses, debt term sheet, independent sponsor economics | Commitment papers, rollover agreements | Subscription documents, capital-call notices, K-1s |
Subscription documents, capital calls, and K-1s live in Juniper Square, Carta, AngelList, or Sydecar. The seller’s process lives in Datasite, Firmex, or SecureDocs. This packet does not form an SPV, take subscriptions, move money, or collect the seller’s files. See What is Cashpian?, and pricing.
FAQ
Does the CIM belong in the first share with co-investors?
After the co-investor NDA, and after seller consent if the seller's NDA requires it.
The teaser is pre-NDA.
The CIM is the broker's book, not the independent sponsor's model.
How complete does the quality of earnings have to be?
If the report is still in progress, put the scope and the provider in the folder.
Do not invent a finished QoE.
Capital partners underwrite the number the accountant signs, not a management add-back slide.
Should the independent sponsor's promote be in the first-look folder?
Yes. Closing fee, promote, and management fee are the economics the capital partner is buying.
Holland & Knight publishes ranges, not a form.
Have deal counsel review the waterfall. This page is not a template.
Is the seller's data room the same as this packet?
No.
The seller's banker hosts the sell-side room the independent sponsor diligences in.
This packet is what the independent sponsor sends their own equity partners.
Sources
- Holland & Knight, Independent Sponsors: Market Trends and Industry Insights, 17 October 2023, retrieved 2026-09-30. No one-size-fits-all. Lower-middle-market (under $100 million enterprise value): management fee 4 percent to 5 percent of EBITDA; closing fee 2 percent to 2.5 percent of enterprise value; carry 10 percent to 15 percent base, up to 20 percent to 25 percent and as high as 30 percent; 50 percent to 100 percent of after-tax closing fee often rolled; preferred return most often 8 percent. Consult counsel on success-based fees.
- Holland & Knight, Key Considerations for Independent Sponsors Regarding Portfolio Company Governance, 10 April 2024, retrieved 2026-09-30. Soft-circle equity with the LOI.
- Citrin Cooperman, Uncharted No More: Fees and Carried Interest in the Independent Sponsor Sector, 22 December 2025, retrieved 2026-09-30. More than 170 professionals. 3 percent forgo a closing fee. 82 percent use a percentage of transaction value. 56 percent of those use 2 percent. 2025 report landing.
- Corporate Finance Institute, Confidential Information Memorandum, retrieved 2026-09-30. The CIM is a sell-side marketing document.
- Datasite, Diligence: banker-led M&A data room. Retrieved 2026-09-30.
If the files are already in a folder, grade which row they are on. Cashpian is a gated room for that packet. It is not a listing portal. It does not sell the company or run the deal.