Close · Building Products

Transaction Fee Structuring Counsel for Building Products Acquisitions

Independent sponsor counsel for building products, focused on Transaction Fee Structuring and the deal mechanics that protect sponsor economics and LP alignment.

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

An independent sponsor closing building products transactions in the $10M to $150M EV range has a defined set of moves at the Transaction Fee Structuring stage. Most of them are not in a generic M&A textbook.

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 Transaction Fee Structuring actually gets structured.

  1. Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.

  2. Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.

  3. Build an LP-approval threshold above which a one-time vote is required.

  4. Treat the fee as a closing distribution, paid before working capital adjustments.

  5. In building products, layer in raw-material pass-through clauses confirmed as part of the Transaction Fee Structuring workstream.

The common mistake

Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.

Jason's take
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."
Jason Powell · Transaction Fee Structuring
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

Transaction Fee Structuring 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.