Vertical SaaS Real Estate Carve-Outs: An Independent Sponsor's Counsel
Structuring Real Estate Carve-Outs on vertical SaaS deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Vertical SaaS deals in the lower middle market run a specific playbook. Real Estate Carve-Outs is where the structure either holds or starts to leak.
The typical vertical SaaS platform sits at $10M to $200M EV with EBITDA in the $2M to $30M (or run-rate ARR) range. The thesis runs on platform plus adjacent module acquisitions inside a single end-market. The ARR number on the CIM is rarely the ARR number on the closing balance sheet. Reconcile early.
How Real Estate Carve-Outs actually gets structured.
Separate operating real estate into a single-purpose entity pre-close.
Document an arm's-length lease with renewal options and assignment rights.
Address title, survey, and environmental on each parcel.
Coordinate the real estate close with the operating company close.
In vertical SaaS, layer in ARR bridge built before LOI signing as part of the Real Estate Carve-Outs workstream.
Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."Jason Powell · Real Estate Carve-Outs
The deal is one thing. The capital that opens up after close is another.
The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.
Related deal pages.
Independent Sponsor Economics for Vertical SaaS
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Vertical SaaS
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for Vertical SaaS
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Vertical SaaS
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Real Estate Carve-Outs for Healthcare Services
roll-up of physician practices and ancillary service lines
Real Estate Carve-Outs for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the vertical SaaS deal. Get Real Estate Carve-Outs 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.