Ep. 135: John Koeppel, Partner & Private Equity/Independent Sponsor Leader at Lippes Mathias

Topics:

• Pre-LOI: How Independent Sponsors Win Deals
• LOI Execution: Structure, Risks, Mistakes
• Good vs. Bad Post-LOI Diligence
• What Attracts and Repels Capital

...and so much more.

Top Takeaways

• Rollover is your edge against strategics. Strategic buyers often can’t offer it. Independent sponsors can—that’s your edge. Typical range is 10–40%, and when structured well, the second bite can be worth more than the first. It aligns incentives, keeps sellers engaged, and shows you’re building with them instead of just buying them out.

• An LOI isn’t a victory if it’s not fundable. Signing an LOI with mispriced risk, unrealistic earnouts, or soft terms might feel like a win, but it’s not fundable. Capital partners will walk, and worse, re-cutting terms after signing can fracture trust with the seller. John’s advice: pressure-test your LOI with capital providers before it reaches the seller’s desk. 

• Call out red flags early—or risk killing the deal later. Strong diligence starts with a clear timeline, experienced advisors, and structured checkpoints to raise red flags before they become roadblocks. John warns that bad diligence often means avoiding tough conversations about risk. If you're not surfacing problems early, you're setting yourself up for failure post-LOI.

• Stay exit-ready from day one post-close. Even if you’re planning to hold for five years, act like you’ll sell in two. That means clean financials, documented systems, and clear growth metrics. You never know when the perfect buyer will come knocking. The sponsors who are prepared are the ones who cash in early.

• Choose advisors who know the IS model, not just deals in general. John shares that many first-time independent sponsors make the mistake of hiring advisors who don’t understand the nuances of independent sponsor deals, like capital stack structuring or running a capital raise alongside diligence. Look for professionals who have worked on multiple independent sponsor transactions and understand the pressure points before and after the LOI.

About John Koeppel

John Koeppel is a Partner at Lippes Mathias, where he leads the firm’s Private Equity and Independent Sponsor practice. With 25+ years of experience, John has structured and closed 250+ deals ranging from $5M to $250M+. His work has earned recognition from Best Lawyers in America, Chambers USA, and Super Lawyers.

About Lippes Mathias

Lippes Mathias is a full-service law firm that advises independent sponsors, family offices, and institutional investors throughout the full lifecycle of a transaction—from LOI to exit. Known for its deep transactional experience and business-first mindset, the firm is a trusted legal partner to dealmakers across the lower middle market and beyond.