Independent Sponsor Economics Counsel for Specialty Construction Acquisitions
Securities and M&A counsel for independent sponsors structuring specialty construction transactions, from LOI to close to the capital markets that open up afterward.
Every specialty construction acquisition has its own gravity. Independent Sponsor Economics is the workstream where independent sponsor counsel earns the seat.
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.
How Independent Sponsor Economics actually gets structured.
Anchor on 20 to 25 percent carry above an 8 percent preferred return, with a 50/50 catch-up.
Set the management fee at 2 percent of invested capital, capped at three years.
Charge a transaction fee of 2 to 3 percent at close, with a clear LP-approval ceiling.
Document the waterfall in the LPA, not in a side letter.
In specialty construction, layer in surety pre-qualification for the buyer entity as part of the Independent Sponsor Economics workstream.
Negotiating economics with the LP only after the LOI is signed. By then, the leverage is gone.
"If you are an independent sponsor, your economics are your firm. Defend them in the LPA, not in conversation."Jason Powell · Independent Sponsor Economics
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
Related deal pages.
LOI Negotiation for Specialty Construction
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Management Fee Structuring for Specialty Construction
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Specialty Construction
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Earnout Structures for Specialty Construction
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
Independent Sponsor Economics for Healthcare Services
roll-up of physician practices and ancillary service lines
Independent Sponsor Economics for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a specialty construction target, and a Independent Sponsor Economics 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.