338(h)(10) Elections for Home Services Independent Sponsors
When the deal is home services and the question is 338(h)(10) Elections, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
The economics on a home services platform deal usually hinge on a handful of structural decisions. 338(h)(10) Elections is one of them.
The typical home services platform sits at $8M to $80M EV with EBITDA in the $2M to $15M range. The thesis runs on regional roll-ups of HVAC, plumbing, and electrical operators. The cleanest home services deals close in 60 days from LOI. The mess is almost always in the licenses, not the financials.
How 338(h)(10) Elections actually gets structured.
Run a side-by-side tax model showing the seller's grossed-up purchase price requirement.
Document the election in the purchase agreement, with required IRS forms attached.
Confirm the seller's eligibility, including the consolidated group structure.
Plan the tax gross-up payment, often funded out of the buyer's price.
In home services, layer in working capital peg that survives a slow February as part of the 338(h)(10) Elections workstream.
Demanding a 338(h)(10) without offering the seller a tax gross-up. The election only works if the math works for the seller too.
"338(h)(10) is a buyer benefit you have to pay for. Price it into the LOI, not the surprise column."Jason Powell · 338(h)(10) Elections
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
Transaction Fee Structuring for Home Services
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Working Capital Adjustments for Home Services
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Home Services
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Home Services
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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338(h)(10) Elections for Home Services, 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.