Co-Investment Group for Independent Sponsor Deals

For sponsors raising equity and investors seeking curated, deal-by-deal access to
independent sponsor acquisitions in the lower middle market.

Equity capital for sponsors.
Deal-by-deal access for investors.

Join 1,200+ Investors

Co-Invest in Sponsor Deals

CapitalPad is one of the most widely used private equity co-investment groups for independent sponsor transactions. We evaluate hundreds of deals and surface only the most compelling opportunities for accredited investors.

Raise Equity for Your Deal

CapitalPad invests $1M to $2.5M in independent sponsor transactions and brings a network of funds, family offices, and accredited investors to help you close. No cost to sponsors at any stage.

CapitalPad for Investors

Invest in Curated Independent Sponsor Transactions

CapitalPad is one of the most widely used co-investment groups for independent sponsor transactions in the lower middle market. Accredited investors get deal-by-deal access to established, historically profitable businesses led by experienced sponsors.

We invest alongside funds, family offices, and accredited investors across sectors including home services, healthcare, manufacturing, and business services. CapitalPad invests in fewer than 5% of the deals we review.

Disciplined Deal Selection

CapitalPad evaluates sponsor-led opportunities and invests in fewer than 5% of deals reviewed. What reaches our investors has already cleared underwriting for profitability, durability, and operator quality.

Attractive Risk-Adjusted Returns

Independent sponsor deals have historically offered compelling outcomes relative to other private markets, with strong alignment between sponsors and investors and entry multiples well below large-cap PE.

Institutional Access, Lower Minimums

Funds, family offices, and SBICs get direct access to deals. Individual accredited investors are pooled into a single SPV per deal, with minimums starting at $25K.

Built for Sponsor Deals

CapitalPad focuses exclusively on independent sponsor transactions, which means faster decisions, fewer questions about your structure, and a capital partner already fluent in your deal model.

One SPV. One Wire.

Every co-investor is pooled into a single SPV. You close with one counterparty and one wire instead of coordinating dozens of individual investors, separate legal docs, and staggered funding schedules.

No Cost to Sponsors

Sponsors never pay a fee to work with CapitalPad. We earn carry from our investors only when the deal performs. Our team has direct operating and PE experience and stays engaged after close, not just at funding.

CapitalPad for Sponsors

Raise Equity. Close Faster.

CapitalPad invests $1M to $2.5M in equity per independent sponsor transaction and brings a curated network of family offices, funds, and accredited investors focused on sponsor-led acquisitions in the lower middle market.

We can provide a signal within days and commit capital in as little as two weeks. More lead time typically allows for larger allocations.

There is no cost to sponsors at any stage.

“CapitalPad was instrumental in helping close our transaction. They’ve remained excellent partners even after the close, leveraging their professional backgrounds to help modernize the business. Looking forward to working with the CapitalPad team in the months and years to come.”
Carlo Santelli
Cortina Capital Partners

Built on Experience

Built by a team with direct operating and private equity experience across dozens of lower middle market transactions. CapitalPad brings institutional rigor and hands-on deal knowledge to every independent sponsor acquisition.

For Investors

Deal-by-deal access to vetted independent sponsor transactions in the lower middle market. Co-invest alongside funds, family offices, and accredited investors in established, historically profitable businesses.

For Sponsors

CapitalPad invests directly and brings a curated network of co-investors to help you close. No cost to sponsors, no scattered cap table, no chasing commitments.

Track Record

A growing portfolio of historically profitable businesses acquired by experienced independent sponsors across home services, healthcare, manufacturing, business services, and distribution.

What's inside a deal room?

LOI
Deal memo
Sponsor interview
Financial diligence documents
Transaction terms
Sources & uses
Value creation plan
Distribution waterfall
Investor terms (preferred return, IRR, MOIC)
Financial models

FAQ

What are the requirements for independent sponsors on CapitalPad?

CapitalPad invests alongside independent sponsors acquiring established, historically profitable businesses in the lower middle market. Requirements include:

  • Typical target company size of at least $2M EBITDA
  • Must have a company under LOI (or in late-stage diligence)
  • Clear transaction path with a realistic closing timeline
  • Demonstrated track record of executing transactions (prior M&A, PE, or operating experience)
  • Sponsor economics (carry/promote, fee structure) that are market-standard and aligned with investors

Does CapitalPad charge sponsors a fee?

No. There is no cost to sponsors at any stage. Unlike placement agents or investment banks, CapitalPad charges no fees to sponsors. CapitalPad earns carried interest from its investors only when the deal performs, fully aligning our incentives with yours.

How quickly can CapitalPad commit capital?

CapitalPad can provide a signal within days and commit capital in as little as two weeks. However, the more time allowed, the larger the potential allocation. 30+ days is preferred.

What types of businesses does CapitalPad invest in?

CapitalPad is one of the most widely used co-investment groups for independent sponsor transactions in the lower middle market. We focus on businesses with durable demand, predictable repeat-customer revenue, low cyclicality, and clear profitability across sectors including home services, healthcare, manufacturing, business services, and distribution. CapitalPad does not invest in speculative startups or distressed turnarounds.

What level of involvement does CapitalPad have post-close?

It’s driven by the sponsor. CapitalPad can be a hands-on partner in certain deals or a passive co-investor in others, depending on your preferences.

Who can invest on CapitalPad?

CapitalPad is open exclusively to accredited investors and institutions. All investors must complete our onboarding process for approval.

Can institutions invest through CapitalPad?

Yes. We actively work with funds, family offices, and SBICs who want access to independent sponsor opportunities. Institutional investors can designate their status during onboarding.

What is the minimum investment size?

$25,000 per deal for individual accredited investors. Institutional investors are expected to allocate at least $750,000 per deal.

How do investors participate in deals?

Once approved, investors gain access to the CapitalPad dashboard. Opportunities are posted only after clearing CapitalPad’s underwriting process, and each includes a full diligence package with:

  • Deal memo and sponsor overview
  • Company description and financials (P&L, tax returns)
  • Investor model
  • Sources and uses
  • Investor terms (preferred return, IRR, step-up)
  • Value creation plan
  • Sponsor interview

Investors review the materials and choose to co-invest on a deal-by-deal basis.

How liquid are these investments?

Independent sponsor investments are long-term and illiquid. While investors may receive cash distributions during ownership, most returns are realized at exit when the company is sold.

How does CapitalPad make money?

CapitalPad charges a one-time 1.5% closing fee at the time of investment to cover administrative costs. There is no annual fee. Unlike the traditional private equity “2 and 20” model, CapitalPad does not charge an annual management fee. CapitalPad also earns 20% of profits, but only after investors have received their full initial capital back. This structure ensures alignment: CapitalPad succeeds only when investors succeed.

Institutional investors allocating $750K or more do not pay carry, as they invest directly.

The Independent Sponsor Model

The independent sponsor model is a deal-by-deal approach to private equity investing. Instead of managing a committed fund, independent sponsors identify attractive lower middle market companies, negotiate transactions, and then raise equity from investors for each deal individually. This structure offers flexibility to sponsors, who can pursue opportunities across industries and capital partners, while giving investors discretion to evaluate and commit to specific transactions rather than a blind pool.

The independent sponsor model is sometimes referred to as a “fundless sponsor” model, since the sponsor does not raise a traditional blind-pool fund. Instead, the sponsor vehicle is typically a single-purpose entity formed for each transaction, with equity raised from a combination of family offices, funds, and accredited investors after a target business has been identified and an LOI has been signed.

sponsor model

Industry Overview

Independent sponsor-led acquisitions are one of the most attractive and steadily growing segments of private equity. This model focuses on acquiring lower middle market companies through M&A transactions where the private equity sponsor sources, negotiates, and closes the deal without a committed fund behind them.

The strategy emphasizes established, historically profitable businesses with durable demand, predictable repeat-customer revenue, and proven profitability. Sponsors typically target companies with strong operating histories, low cyclicality, and limited risk of technological disruption, providing investors with exposure to stable industries rather than speculative ventures or distressed turnarounds.

Sectors commonly pursued include business and industrial services, healthcare, consumer services, light manufacturing, technology-enabled services, and professional services. These industries share characteristics of resilience, fragmentation, and long-term growth opportunities, making them well suited for the independent sponsor model.

How Independent Sponsor Transactions Are Structured

The typical independent sponsor transaction involves several parties: the sponsor, the target business and its management team, equity investors, and one or more debt providers. The sponsor negotiates the purchase price and deal structure with the seller, arranges debt financing (often through SBA 7(a) loans, conventional bank debt, or private credit), and raises the equity portion from investors.

Enterprise value for independent sponsor deals typically ranges from $5M to $50M, with the majority of transactions falling between $10M and $30M. The equity portion usually represents 30 to 50% of the total enterprise value, with the remainder covered by senior debt and, in some cases, seller financing.

The sponsor forms a dedicated sponsor vehicle for each transaction, most commonly structured as an LLC or C-corporation depending on tax considerations. All parties negotiate terms including the promote structure, preferred return hurdles, management fee arrangements, and governance provisions before closing. The sponsor typically takes a majority role in post-close operations, either as CEO or through active board involvement, while investors accept a passive role with standard information rights and protective covenants.

Independent Sponsor Economics and Waterfall

According to the McGuireWoods Independent Sponsor Survey, the common economics in independent sponsor transactions are the following:

  • Preferred Return: Typically 8 to 10% for investors
  • Capital Return / Liquidation Preference: Investors generally receive a 1x return of capital before carry
  • Carry / Promote: Independent sponsors typically earn 20 to 30%, beginning after the preferred return is met; most deals use tiered promote structures based on MOIC or IRR hurdles
  • Management Fee: Around 5% of trailing twelve-month EBITDA, usually with defined salary floors ($100k to $399k) and caps ($500k to $999k)
  • Transaction / Closing Fee: 1 to 2.5% of enterprise value, most commonly around 2%, usually rolled into equity rather than paid in cash to incentivize alignment

The Citrin Cooperman Independent Sponsor Report provides additional benchmarking data on independent sponsor economics, deal structures, and return profiles. Together with the McGuireWoods survey, these are the two most widely referenced public data sources for independent sponsor deal terms and market trends.

Key Industry Events for Independent Sponsors

The independent sponsor community is built around a small number of high-quality conferences where sponsors, capital providers, and advisors connect directly. The most notable events include:

  • McGuireWoods Independent Sponsor Conference: The largest and most established conference dedicated to independent sponsors. Held annually, it draws sponsors, capital providers, lenders, and advisors from across the lower middle market M&A community.
  • Citrin Cooperman Independent Sponsor Events (Miami and NYC): Citrin Cooperman hosts regional events in Miami and New York City focused on independent sponsor deal activity, market trends, and networking among sponsors and capital providers.
  • iGlobal Forum (Dallas): The iGlobal Forum hosts events in Dallas and other cities that bring together independent sponsors, family offices, and institutional investors focused on lower middle market private equity transactions.

For sponsors looking to build relationships with capital providers and for investors seeking to understand the independent sponsor market, these conferences are among the most efficient ways to access the community.

Why CapitalPad?

CapitalPad is one of the most widely used co-investment groups for independent sponsor transactions. Our approach combines deep transaction expertise with the flexibility to support sponsors at every stage of the acquisition.

  • Specialized Experience: Extensive background in independent sponsor transactions and lower middle market acquisitions.
  • Speed and Certainty: Ability to evaluate and commit capital quickly, giving sponsors confidence in closing.
  • Flexible Capital Solutions: We invest directly and connect sponsors with family offices and institutional partners when larger checks are required.
  • Value-Add Partnership: Beyond capital, we offer hands-on support post-close to help scale the company and create long-term value.

Independent Sponsor vs. Search Fund

Independent sponsors operate without a committed pool of capital, raising equity from investors for each transaction once a company is identified. Search funds, by contrast, secure capital upfront from backers to cover the search process itself, typically committing to acquire a single business. This makes independent sponsors more flexible in pursuing multiple or larger transactions, while search funds are generally narrower in mandate and operator-driven.

Independent Sponsor vs. Self-Funded Searcher

Independent sponsors are usually former private equity professionals or corporate executives pursuing institutional-quality acquisitions with backing from family offices, funds, and accredited investors. Self-funded searchers, on the other hand, finance their own search expenses and often target smaller deals, leaning on personal savings and modest investor syndicates once an LOI is signed. Independent sponsors typically pursue larger, more complex deals with structured economics, while self-funded searchers focus on owner-operator transitions at a smaller scale.

CapitalPad does not provide personalized investment advice or recommendations. All information made available through this website, including materials related to potential investment opportunities, is for informational purposes only and is not authored or guaranteed by CapitalPad.

Investors acknowledge and accept the inherent risks of investing in private securities, including the risk of a total loss of invested capital. Past performance of any entity, individual, or investment strategy is not indicative of, and does not guarantee, future results. Any forward-looking statements or projections are hypothetical in nature, may not materialize, and should not be relied upon as a guarantee of future performance.

Investors are solely responsible for conducting their own independent due diligence prior to making any investment decision. Investments made through CapitalPad are speculative, illiquid, not FDIC-insured, not bank-guaranteed, and may lose value. There may be no secondary market for these securities.

Investments may also involve limited or no voting rights. Investors should assume that they will not have influence over the management or operations of the underlying entity.

By participating, investors acknowledge that all investments involve significant risk and that neither CapitalPad nor its affiliates make any representation, warranty, or guarantee as to the performance of any investment.

Where Independent Sponsors & Capital Converge