Pre-close · Industrial Services

Real Estate Carve-Outs Counsel for Industrial Services Acquisitions

Securities and M&A counsel for independent sponsors structuring industrial services transactions, from LOI to close to the capital markets that open up afterward.

EV range $10M to $130M EV EBITDA $3M to $22M Audience Buy & Sell-side
The deal context

An independent sponsor closing industrial services transactions in the $10M to $130M EV range has a defined set of moves at the Real Estate Carve-Outs stage. Most of them are not in a generic M&A textbook.

The typical industrial services platform sits at $10M to $130M EV with EBITDA in the $3M to $22M range. The thesis runs on regional consolidation of plant maintenance, specialty contracting, or rentals. An EMR over 1.0 will cost you a half-turn at close unless you fix the story upfront.

The moves

How Real Estate Carve-Outs actually gets structured.

  1. Separate operating real estate into a single-purpose entity pre-close.

  2. Document an arm's-length lease with renewal options and assignment rights.

  3. Address title, survey, and environmental on each parcel.

  4. Coordinate the real estate close with the operating company close.

  5. In industrial services, layer in MSA renewal calendar mapped pre-LOI as part of the Real Estate Carve-Outs workstream.

The common mistake

Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.

Jason's take
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."
Jason Powell · Real Estate Carve-Outs
Capital after close

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.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Real Estate Carve-Outs for Industrial 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.