Transition Services Agreements (TSA) Counsel for Specialty Construction Acquisitions
Securities and M&A counsel for independent sponsors drafting 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. Transition Services Agreements (TSA) 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 Transition Services Agreements (TSA) actually gets structured.
Define every service with measurable inputs, outputs, and durations.
Price each service at actual cost plus a defined margin.
Set termination rights for both sides, with notice periods.
Address data privacy and security obligations across the transition.
In specialty construction, layer in surety pre-qualification for the buyer entity as part of the Transition Services Agreements (TSA) workstream.
Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.
"A good TSA reads like a SLA. A bad TSA reads like a memo."Jason Powell · Transition Services Agreements (TSA)
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.
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 …
Representation & Warranty Insurance for Specialty Construction
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Specialty Construction
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Transition Services Agreements (TSA) for Healthcare Services
roll-up of physician practices and ancillary service lines
Transition Services Agreements (TSA) for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a specialty construction target, and a Transition Services Agreements (TSA) 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.