Capital raise · Building Products

Capital Partner LPA Counsel for Building Products Acquisitions

When the deal is building products and the question is Capital Partner LPA, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $10M to $150M EV EBITDA $2.5M to $25M Audience Independent Sponsor
The deal context

Capital Partner LPA on building products deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

The typical building products platform sits at $10M to $150M EV with EBITDA in the $2.5M to $25M range. The thesis runs on regional manufacturer or specialty distributor consolidation. Pricing power lives in dealer contracts, not in branding. Read the dealer agreements before the LOI.

The moves

How Capital Partner LPA actually gets structured.

  1. Anchor on a 20 percent carry above an 8 percent preferred return, 50/50 catch-up.

  2. Build a one-vote, one-LP majority for any waterfall change.

  3. Define key-person and removal-for-cause provisions narrowly.

  4. Make distributions quarterly, with an annual true-up against the waterfall.

  5. In building products, layer in raw-material pass-through clauses confirmed as part of the Capital Partner LPA workstream.

The common mistake

Reusing a fund LPA template for a deal-by-deal structure. The economics, governance, and waterfall need to be different.

Jason's take
"The LPA outlives the deal. Draft it like the next ten deals will be governed by the same paper."
Jason Powell · Capital Partner LPA
Capital after close

The deal is one thing. The capital that opens up after close is another.

The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Capital Partner LPA for Building Products, 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.