Specialty Construction Quality of Earnings: An Independent Sponsor's Counsel
Independent sponsor counsel for specialty construction, focused on Quality of Earnings and the deal mechanics that protect sponsor economics and LP alignment.
Specialty Construction deals in the lower middle market run a specific playbook. Quality of Earnings 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 Quality of Earnings actually gets structured.
Engage QofE within five business days of LOI signing.
Scope to include working capital normalization, deferred revenue, and customer concentration.
Share preliminary findings with the seller before final report, to surface disputes early.
Coordinate QofE findings into both the purchase agreement and the LP commitment package.
In specialty construction, layer in surety pre-qualification for the buyer entity as part of the Quality of Earnings workstream.
Treating QofE as a back-office exercise. It is the basis for the price, the working capital peg, and the LP pitch.
"The QofE is the deal book. Read it twice before you negotiate anything."Jason Powell · Quality of Earnings
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.
Related deal pages.
Independent Sponsor Economics for Specialty Construction
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Management Fee Structuring for Specialty Construction
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Transaction Fee Structuring for Specialty Construction
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Equity Rollover for Specialty Construction
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
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Quality of Earnings for Specialty Construction, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.