Building Products Deals: Employment & Non-Compete Agreements Done Right
Negotiating Employment & Non-Compete Agreements on building products deals, with the structure protection and capital connectivity an independent sponsor actually needs.
The economics on a building products platform deal usually hinge on a handful of structural decisions. Employment & Non-Compete Agreements is one of them.
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.
How Employment & Non-Compete Agreements actually gets structured.
Negotiate seller non-competes to the maximum enforceable scope, by state law.
Refresh key employee restrictive covenants pre-close, where possible.
Address the FTC non-compete rule and its state-by-state aftermath.
Tie executive non-competes to retention bonus economics that survive a quick exit.
In building products, layer in raw-material pass-through clauses confirmed as part of the Employment & Non-Compete Agreements workstream.
Drafting a national-scope non-compete in California. Enforceability is a binary, not a spectrum.
"A non-compete is only as strong as the state it sits in. Draft for the state, not the deal."Jason Powell · Employment & Non-Compete Agreements
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.
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Working Capital Adjustments for Building Products
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An LOI on the desk, a building products target, and a Employment & Non-Compete Agreements question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.