Specialty Construction Deals: Post-Close Governance Done Right
Securities and M&A counsel for independent sponsors designing specialty construction transactions, from LOI to close to the capital markets that open up afterward.
Specialty Construction deals in the lower middle market run a specific playbook. Post-Close Governance 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 Post-Close Governance actually gets structured.
Build a board with sponsor majority, one LP-elected seat, and one independent.
Define LP protective provisions narrowly, focused on dilution, exit, and related-party transactions.
Set information rights at monthly financial and quarterly board-level updates.
Plan the annual budget approval cadence so the sponsor can run the business.
In specialty construction, layer in surety pre-qualification for the buyer entity as part of the Post-Close Governance workstream.
Negotiating governance like a fund LPA. independent sponsor governance has to be lighter and faster.
"Governance design decides whether the operator runs the company or files reports."Jason Powell · Post-Close Governance
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.
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Bring the specialty construction deal. Get Post-Close Governance 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.