Indemnification for Building Products Independent Sponsors
When the deal is building products and the question is Indemnification, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
Every building products acquisition has its own gravity. Indemnification is the workstream where independent sponsor counsel earns the seat.
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 Indemnification actually gets structured.
Set general indemnity survival at 18 months, fundamental reps for the full statute of limitations.
Build a basket at 0.5 percent of EV, with a deductible structure, not a tipping basket.
Cap general indemnity at 10 percent of EV, with R&W insurance carrying the layer above.
Carve out fraud, tax, and intentional breach from any cap.
In building products, layer in raw-material pass-through clauses confirmed as part of the Indemnification workstream.
Negotiating caps and baskets without first reading the disclosure schedules. The schedules dictate the real exposure.
"Indemnification only matters when the deal goes wrong. Draft it as if it will."Jason Powell · Indemnification
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
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Indemnification for Healthcare Services
roll-up of physician practices and ancillary service lines
Indemnification for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Indemnification 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.