Engagement Letter — Variant C — Retainer-Loaded — Ches Booker / Capstone

Engagement Letter — Buy-side Advisory

Ches Booker, Capstone Construction Partners | 2026-04-30

Ches —

What we heard

You want to buy four commercial reroof shops across the Midwest, roll them in with your book, run them sub-only the way you already run yours, and exit at platform scale in three to four years. The targets aren't on the internet. They're 2nd- and 3rd-generation operators in their late 50s and 60s, sitting on six to twenty-four portfolio-owner accounts that keep coming back because the roofer has been there for twenty years. That relationship is the asset. We agree.

What we'll do

Build the target list ourselves — St. Louis, Chicago, Minneapolis, Indianapolis, Columbus, Cleveland, Cincinnati. We're hunting the off-internet shops with the portfolio-owner accounts you described, not pulling a SIC-code dump.
Run a 40–60 owner handwritten letter campaign. Two pitch tracks — one for the 65-year-old who's done, one for the 47-year-old who still has spunk. Names you'd recognize. No shotgun.
Sit in on every seller call with you. You shouldn't be the only one in the room reading the temperature, and a second operator-voice on the line keeps the legacy-preservation pitch honest.
Coordinate with Gabriel at Spiga so the financing terms and the seller conversations are pulling the same direction — VTB, earn-out, or rollover, matched to the seller archetype.
Push back on you when the math drifts. The plan works at 4.0x blended; it breaks at 4.5x. We'll flag every deal that prices over the line and walk if it doesn't restructure.
Move fast. Tecta and Nations are buying this exact profile right now — Nations took Boone Brothers in your footprint in November. Every week we wait, somebody else mails our seller.

Target Criteria

Service	Commercial reroof only — replacements and recovers. Out: new construction, residential, new-build TPO.
Roof system	Single-ply (TPO / EPDM) on warehouses and industrial. Metal only when recovering existing metal. 20-year warranty single-ply is 90%+ of the book.
EBITDA	$1.5M – $2.0M (ideal $2.0M). 10–20% EBITDA margin.
Deal value	$7M – $9M per target. 4.0x – 4.5x EBITDA, off-market discipline. Hard cap 4.5x.
Geos	St. Louis, Chicago, Minneapolis, Indianapolis, Columbus, Cleveland, Cincinnati.
Labor model	Sub-only, or sub-heavy with a small in-house crew (a few employees, couple trucks). Not a high-volume bidding machine.
Client book	6–24 portfolio-owner recurring accounts. Industrial / warehouse owners, often out-of-market, who trust the local roofer because he's been there. Off-internet relationships.
Owner profile	Mid-50s to 60s, 2nd or 3rd generation. Mid-40s possible but harder. Key-man earn-out non-negotiable — the relationships ride with him.
Out	No high-volume bidders. No residential. No prevailing-wage shops. No "forever roofing" platform plays. No banked / Axial-listed deals — the math breaks at auction.

Pace

Speed is the differentiator. PE platforms are acquiring a U.S. roofing shop roughly every 48 hours; Tecta did six in 2025. Our cadence: target list inside 14 days of signature, first letters in the mail by day 21, first qualified seller calls by day 45. If we can't hit that, we're losing the seller to a Nations Roof envelope.

Fees and Terms

Variant C — Retainer-Loaded. Heavier monthly, lighter at close. For when you'd rather amortize the M&A spend across the program than pay a chunk on each deal.

Monthly retainer	$30,000/month, program duration
Engagement fee	$75K one-time, 50% creditable
Per-target fee	$40K per qualified target taken to LOI conversation, capped at 8 billed
Success fee per close	3.0% of transaction value (min $200K) · 25% retainer credit
At $8M close	$240K success · across 4 closes ≈ $2.17M total program

Why this works: the retainer carries the load so close-day cash is smaller and predictable. Highest gross over the program, but lowest variance. Pick this only if your accounting prefers monthly OPEX over per-deal transaction cost.

If this reads right, sign below and we start the target list Monday.

Ewing Gillaspy

Next Chapter Advisory Group | 2026-04-30

Mark DeChant

Next Chapter Advisory Group | 2026-04-30

Ches Booker

Capstone Construction Partners | Date: ____________