B2B Services Deals: Real Estate Carve-Outs Done Right
Structuring Real Estate Carve-Outs on B2B services deals, with the structure protection and capital connectivity an independent sponsor actually needs.
An independent sponsor closing B2B services transactions in the $8M to $90M EV range has a defined set of moves at the Real Estate Carve-Outs stage. Most of them are not in a generic M&A textbook.
The typical B2B services platform sits at $8M to $90M EV with EBITDA in the $2M to $18M range. The thesis runs on recurring revenue service platform with bolt-on operators. Most B2B services deals look better in the CIM than in the data room. Skip the CIM, ask for the contracts.
How Real Estate Carve-Outs actually gets structured.
Separate operating real estate into a single-purpose entity pre-close.
Document an arm's-length lease with renewal options and assignment rights.
Address title, survey, and environmental on each parcel.
Coordinate the real estate close with the operating company close.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Real Estate Carve-Outs workstream.
Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."Jason Powell · Real Estate Carve-Outs
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
Related deal pages.
Independent Sponsor Economics for B2B Services
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for B2B Services
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for B2B Services
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for B2B Services
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Real Estate Carve-Outs for Healthcare Services
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Real Estate Carve-Outs for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Real Estate Carve-Outs for B2B Services, 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.