Capstone Construction Partners

Buyside rollup mandate. Midwest commercial reroofing.

Buyside Commercial reroofing $35M acquisition budget 4 platform adds in 24 months

Buyside Mandate Memorandum . 2026-05-18 . Prepared by Next Chapter Advisory Group

1. Executive summary

Capstone Construction Partners, led by principal Ches Booker, is executing a buyside rollup of four commercial reroofing firms across the Midwest. The thesis is simple. Ches 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. Capstone 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." Ches Booker, needs analysis, 2026-04-28.

2. Mandate highlights

Operator-led acquirer. Capstone 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 Capstone 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 Gabriel Pereira-Langevin at Spiga Capital on sourcing and structuring. Financing confirmation expected end of May 2026.

3. The acquirer

3.1 Principal

Ches Booker. 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 Capstone Construction Partners, capstoneconstructionpartners.com.

3.2 Capital and advisory team

Spiga Capital. Gabriel Pereira-Langevin. 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 Capstone 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

Attribute	Target
Service type	Reroof, replacement, and recover specialists. Not new construction. Not high-volume bidders.
Roof systems	Single-ply TPO and EPDM on warehouses and industrial. Metal only when recovering existing metal.
Labor model	Subcontractor-only, or mixed with a small employee crew already subbing out big jobs.
Client book	Six to twenty-four portfolio owners as recurring clients.
Owner age	Mid-50s to 60s preferred. Mid-40s possible but harder.
Company age	Second or third generation operator.
Size	A few trucks. Couple of crews. Not a bidding machine.
EBITDA	$1.5M to $2M per target. Ideal $2M.
Internet presence	Intentionally low. These are relationship operators, often offline.

4.2 Target geographies

St. Louis, Chicago, Minneapolis, Indianapolis, and Ohio 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. Ches 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

Line	Amount
Total acquisition budget	$35M
Target count	4 platform adds
Per-target enterprise value (avg)	$8M to $9M implied at $1.5 to $2M EBITDA, 4.5x to 4.75x entry multiple
Capital structure	70 percent debt, 30 percent equity. Interest-only.
Combined EBITDA target	$9M in 24 months
Exit window	3 to 4 years
Exit multiple target	9x to 11x EBITDA

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 Ches.
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 Ches'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.
ewing@chapter.guide

Ches Booker. Principal, Capstone Construction Partners.
cbooker@capstoneconstructionpartners.com

Gabriel Pereira-Langevin. Spiga Capital. Banking and structuring support.
gabriel@spigacapital.com

Project Atlas

Operator-led acquirer. Midwest commercial reroofing rollup. Financing structured.

Buyside Commercial reroofing $35M budget 4 platform adds

Blind Buyer Profile . 2026-05-18 . Prepared by Next Chapter Advisory Group

1. The acquirer in one paragraph

An operator-led acquisition platform led by a long-time commercial roofing principal who personally transitioned a prior firm from a traditional crew model to a subcontractor-only model. The mandate is to acquire four commercial reroofing firms across the Midwest, retain each seller as key person on earn-out, and consolidate finance and bidding behind a single platform while preserving each local brand and subcontractor network. Total budget $35M. Financing structured 70/30 debt to equity with private lenders. Confirmation expected end of May 2026.

2. Mandate

Attribute	Target
Sector	Commercial reroofing. Single-ply on industrial buildings.
Geography	Midwest metros. Industrial markets preferred.
EBITDA per target	$1.5M to $2M. Ideal $2M.
Total acquisitions	4 platforms over 24 months.
Total budget	$35M.
Capital structure	70/30 debt to equity. Interest-only debt.
Owner age preference	Mid-50s to 60s. Approaching retirement.
Labor model preference	Subcontractor-only, or mixed with a small crew already subbing out big jobs.
Customer profile	Six to twenty-four portfolio-owner accounts. Recurring reroof cycle.

3. What the acquirer offers a seller

Legacy preservation. Local brand and subcontractor network kept intact. No gut-and-rebrand.
Earn-out tied to the key person. Seller stays in seat for client continuity and gets paid on retained relationships.
51 percent structure available. For sellers who want to keep equity and remain operationally engaged.
Real operator. The acquirer principal has personally run the subcontractor-only commercial reroofing model. This is not a financial buyer learning the trade.

4. Process

Sourcing through targeted handwritten direct mail to 40 to 60 prospects in identified Midwest metros. Two pitch tracks calibrated to younger and older seller profiles. Indicative bid timing follows financing confirmation at the end of May 2026.

5. Next step

Sign NDA to receive the full acquirer profile, personal background of the principal, confirmed financing terms, and process letter.

6. Contact

Ewing Gillaspy. Managing Partner, Next Chapter Advisory Group.
ewing@chapter.guide