Independent Sponsor Representations & Warranties Drafting in Building Products
When the deal is building products and the question is Representations & Warranties Drafting, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
Representations & Warranties Drafting 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.
How Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In building products, layer in raw-material pass-through clauses confirmed as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
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.
Transaction Fee Structuring for Building Products
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Building Products
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Building Products
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Building Products
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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An LOI on the desk, a building products target, and a Representations & Warranties Drafting 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.