Capital raise · Specialty Construction

Capital Partner LPA Counsel for Specialty Construction Acquisitions

Drafting Capital Partner LPA on specialty construction deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $8M to $110M EV EBITDA $2M to $18M Audience Independent Sponsor
The deal context

Specialty Construction deals in the lower middle market run a specific playbook. Capital Partner LPA is where the structure either holds or starts to leak.

The typical specialty construction platform sits at $8M to $110M EV with EBITDA in the $2M to $18M range. The thesis runs on trade-specific buy-ups (roofing, mechanical, electrical, fire protection). Bonding capacity is the gate. Without it, the independent sponsor deal stalls at the first big project bid post-close.

The moves

How Capital Partner LPA actually gets structured.

  1. Anchor on a 20 percent carry above an 8 percent preferred return, 50/50 catch-up.

  2. Build a one-vote, one-LP majority for any waterfall change.

  3. Define key-person and removal-for-cause provisions narrowly.

  4. Make distributions quarterly, with an annual true-up against the waterfall.

  5. In specialty construction, layer in surety pre-qualification for the buyer entity as part of the Capital Partner LPA workstream.

The common mistake

Reusing a fund LPA template for a deal-by-deal structure. The economics, governance, and waterfall need to be different.

Jason's take
"The LPA outlives the deal. Draft it like the next ten deals will be governed by the same paper."
Jason Powell · Capital Partner LPA
Capital after close

The deal is one thing. The capital that opens up after close is another.

Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the specialty construction deal. Get Capital Partner LPA done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.