Specialty Construction Deals: Management Fee Structuring Done Right
Structuring Management Fee Structuring on specialty construction deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Specialty Construction deals in the lower middle market run a specific playbook. Management Fee Structuring 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.
How Management Fee Structuring actually gets structured.
Set the fee at 2 percent of invested capital, stepping to 1.5 percent after year three.
Carve out portfolio-company services so add-on diligence is reimbursable.
Allow accrual if cash flow does not support payment, with later cash catch-up.
Make the fee subordinate to debt service, not to LP preferred return.
In specialty construction, layer in surety pre-qualification for the buyer entity as part of the Management Fee Structuring workstream.
Pricing the fee on enterprise value instead of invested capital. EV-based fees punish you on the first add-on.
"The management fee pays for the firm. Underprice it and you will run a hobby, not a platform."Jason Powell · Management Fee Structuring
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.
LOI Negotiation for Specialty Construction
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Specialty Construction
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
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.
Management Fee Structuring for Healthcare Services
roll-up of physician practices and ancillary service lines
Management Fee Structuring for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a specialty construction target, and a Management Fee Structuring 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.