1. Executive summary

Project Keystone, led by principal the buy-side principal, is executing a buyside rollup of four commercial reroofing firms across the Midwest. The thesis is simple. the principal has spent ten plus years building national subcontractor relationships and knows how to run a sub-only operating model. Each acquisition target is a relationship-driven local operator with a portfolio-owner client book, $1.5M to $2M of EBITDA, and an owner approaching retirement. Project Keystone buys four, consolidates back-office, retains the seller as key man on earn-out, and exits the combined platform inside four years at private-equity multiples.

$35M total budget $9M combined EBITDA target 9x to 11x exit multiple

"The contractor's value lives in the relationship with portfolio owners. Not the crew, not the trucks, not the brand. Relationships are sticky." the buy-side principal, needs analysis, 2026-04-28.

2. Mandate highlights

• Operator-led acquirer. Project Keystone is run by a long-time commercial roofing operator who personally transitioned a prior firm from traditional crew to sub-only. This is not a financial buyer learning the trade. The acquisition playbook is already written.
• Recurring revenue moat. The target customer base is large industrial and warehouse portfolio owners. Even on a 20-year warranty cycle, a portfolio of four to five million square feet generates predictable reroof work. The income is recurring by structure, not by hope.
• Capital-light operating model. Sub-only labor. No depreciating crew and equipment overhead. The asset Project Keystone acquires is the client list and the local reputation, not capex on wheels.
• Financing structured. 70/30 debt-to-equity. Interest-only debt from private lenders. Working with the institutional growth-capital sponsor at an institutional growth-capital sponsor on sourcing and structuring. Financing confirmation expected end of May 2026.

3. The acquirer

3.1 Principal

the buy-side principal. Long-time commercial roofing operator. Built the subcontractor playbook at a prior firm that transitioned from a traditional crew model to a sub-only model. Has ten plus years of subcontractor relationships nationwide. Based at Project Keystone, [redacted-domain].

3.2 Capital and advisory team

• an institutional growth-capital sponsor. the institutional growth-capital sponsor. Investment banking support covering debt sourcing, deal structuring, and valuation modeling.
• Next Chapter Advisory Group. Buyside advisor on target sourcing, direct-mail campaign, sales pitch tracks, and seller diligence.
• Private lenders. Identified, terms being finalized. Specific lender names withheld pending confirmation.

3.3 Operating thesis

Buy four reroofing firms in the Midwest. Keep each seller in seat as key man for the earn-out period. Consolidate finance, marketing, and bidding behind the Project Keystone umbrella while preserving the local brand and local subcontractor network that the seller built. Cross-sell portfolio-owner accounts across markets where one owner has buildings in multiple cities. Exit the combined book in three to four years.

4. Target acquisition profile

4.1 Ideal company profile

4.2 Target geographies

St. Louis, a major Midwest metro, Minneapolis, Indianapolis, and a target Midwest state cities (Columbus, Cleveland, Cincinnati). Plus an opportunistic Florida market read.

4.3 What the acquirer believes about the customer

• Value lives in the long-standing portfolio-owner relationship, not the crew or equipment.
• Portfolio owners typically do not live in the market where their buildings sit. They trust the local roofer because the local roofer has been there.
• A four to five million square-foot portfolio generates recurring reroof work on warranty cycles. That is the moat.
• The seller is the asset. Earn-out tied to the key man is mandatory. Without him, the relationships walk.
• Quality control of subcontractors is the real operating skill. the principal has cultivated that bench over a decade. The acquired company's crew is replaceable. The client list is not.
• Personality fit at handover matters. Targets fear the buyer will gut the firm and steal the clients. Position must preserve legacy.

5. Deal economics

5.1 Use of funds

5.2 Structure options per deal

• Full buy with earn-out. 100 percent equity acquired. Seller retained as key man on a multi-year earn-out tied to retained-client metrics.
• 51 percent buy-in. Majority control with seller retaining minority and operational role. Reduces day-one capital. Preserves seller incentive.

5.3 Synergy plan

• Shared bidding and estimating across the four units.
• Centralized finance, AP, AR, and HR.
• Joint procurement of single-ply membrane systems for warranty leverage.
• Cross-sell portfolio-owner accounts across markets where one owner has multi-market buildings.

6. Outreach and process

6.1 Sourcing

Targeted handwritten direct mail. Volume 40 to 60 prospects. Service vendor under evaluation, Handy Written as the leading option. Two pitch tracks: one for younger sellers, one for older sellers approaching exit. Personalized, legacy-preserving tone.

6.2 Process timeline

• April to May 2026. Profile and outreach build.
• End of May 2026. Private lender financing terms confirmed.
• June 2026 onward. Letter campaign launches. First-meeting funnel begins.
• 24 months from financing close. Four platforms acquired and integrated.
• 3 to 4 years from financing close. Combined platform exits at PE multiple.

7. Risk factors and mitigations

• Seller resistance. Targets may fear that the buyer guts the firm and poaches clients. Mitigation: legacy-preserving pitch, key person earn-out, and visible operator-to-operator credibility from the principal.
• Personality and integration fit. Mitigation: structured fit interview before LOI. Walk from bad fits early.
• Owner age below 50. Younger sellers will not exit at top of cycle without a re-entry plan. Mitigation: 51 percent structure that keeps seller equity and operating role.
• Market dynamics. Forever-roofing innovations could compress reroof frequency. Mitigation: target portfolios where the customer relationship insulates against product-cycle shifts.
• Sourcing. Best targets are not online. Mitigation: handwritten direct mail, owner age screening, and the principal's existing subcontractor referral network.

8. Engagement and contact

Buyside advisor. Next Chapter Advisory Group. Engagement letter signed and in force.

Ewing Gillaspy. Managing Partner.
[contact via signed-link only]

the buy-side principal. Principal, Project Keystone.
principal@[redacted-domain]

the institutional growth-capital sponsor. an institutional growth-capital sponsor. Banking and structuring support.
[contact via signed-link only]