Post-close · Specialty Construction

Independent Sponsor Dividend Recapitalization in Specialty Construction

Structuring Dividend Recapitalization 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

An independent sponsor closing specialty construction transactions in the $8M to $110M EV range has a defined set of moves at the Dividend Recapitalization stage. Most of them are not in a generic M&A textbook.

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 Dividend Recapitalization actually gets structured.

  1. Time the recap when leverage has come down and EBITDA has grown.

  2. Structure the new senior debt with room for ongoing operations and add-ons.

  3. Confirm that the LP waterfall recognizes the distribution as recap, not exit.

  4. Coordinate tax treatment of the distribution with the LPs in advance.

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

The common mistake

Recapping too early. Lenders price it; LPs feel it; the next deal cost goes up.

Jason's take
"Recaps are a tool, not a habit. Use them when the operating story supports them."
Jason Powell · Dividend Recapitalization
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
TALK TO JASON

An LOI on the desk, a specialty construction target, and a Dividend Recapitalization 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.