Specialty Construction Deals: State Tax Planning Done Right
Independent sponsor counsel for specialty construction, focused on State Tax Planning and the deal mechanics that protect sponsor economics and LP alignment.
Specialty Construction deals in the lower middle market run a specific playbook. State Tax Planning 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 State Tax Planning actually gets structured.
Map nexus exposure in every state the target operates in, including remote workers.
Plan sales tax succession liability, particularly in California, New York, and Texas.
Address pass-through entity tax (PTET) elections where federal SALT cap matters.
Document state-by-state qualification for the new entity post-close.
In specialty construction, layer in surety pre-qualification for the buyer entity as part of the State Tax Planning workstream.
Assuming state tax is a closing-mechanics issue. It is a valuation issue when the historic liability is large.
"State tax is where the seller's lawyer forgot to look. The buyer always pays for it."Jason Powell · State Tax Planning
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
Independent Sponsor Economics for Specialty Construction
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
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…
Transaction Fee Structuring for Specialty Construction
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Specialty Construction
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
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Bring the specialty construction deal. Get State Tax Planning 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.