ROLLUP PLATFORM
Corporate structure · Illustrative

Corporate Structure

Illustrative HoldCo architecture — Today → Scale → Institutional

Example for visualization purposes · Final structure subject to legal & tax counsel
Solid = ownership / controlDotted = contract / economic flowDashed box = future / optional
Sardor Umrdinov
Mario Campirano
Joe O'Grady
No outside investors today
Founder ownership
RollUp HoldCo
Founder-owned · seed capital · governance · future equity capacity
100% subsidiary (working assumption)
RollUp PlatformCo
Shared services, technology and people
Platform Services + Growth Participation Agreements
Partner OpCo
HVAC
Partner OpCo
Plumbing
Partner OpCo
Electrical

1–3 independent pilot partners. Owners initially retain their legacy ownership and value.

AOperating flow
Covers infrastructure cost
Partner OpCoPlatformCo~8% of revenue · platform / shared-services fee

Cost recovery for delivered services — not the primary profit center.

BWealth flow
Value created above baseline
Frozen baseline
Normalized EBITDA, established at the joining date. Never re-based.
EBITDA above baseline ↓ split
50%
Contractor
50%
RollUp participation

Contractor keeps 100% of the baseline plus 50% of the uplift.

What lives where?

Illustrative labels, not entity forms
HoldCo
  • ·Founder cap table
  • ·Governance / board
  • ·Future investor equity capacity
  • ·Ownership of PlatformCo
  • ·Ownership of acquired / minority interests
  • ·Strategic capital allocation / M&A
PlatformCo
  • ·Marketing / lead generation
  • ·Call center / dispatch
  • ·CRM / technology
  • ·Accounting / FP&A
  • ·Training / accountability
  • ·Recruiting / admin
  • ·AI / automation
  • ·Data / reporting
  • ·Platform / shared-services agreements
Partner OpCo
  • ·Local brand / licenses where applicable
  • ·Local GM / field leadership
  • ·Technicians
  • ·Customer service delivery
  • ·Local P&L
  • ·Owner legacy economics
Optional Investment SPVOptional
  • ·Outside / founder acquisition capital
  • ·Selective minority / control purchases
  • ·Deal-specific debt / equity if used
  • ·Not required for every partner
Seed capitalWorking planning assumption
~$1–2M

Illustrative founder seed: commitment / capital calls as needed.

Legal setupIntegrationFinance / data infrastructureBusiness developmentOnboardingWorking capitalSelective strategic investments

Not a financing commitment or finalized capitalization.

Investment-ready checklist

HoldCo, from Day 1
  • Clean cap table
  • Standardized monthly financial reporting
  • Normalized baseline EBITDA documentation
  • Standardized Platform Services Agreement
  • Standardized Growth Participation Agreement
  • Information / reporting rights
  • Change-of-control / investment rights — to be finalized by counsel
  • Centralized data room
  • Documented cohort KPIs
  • Clean intercompany / shared-service accounting

High-level visualization only — not a legal entity chart and not legal, tax, securities or investment advice. Entity names and types are illustrative. Contractor economics are unchanged: frozen baseline at joining, EBITDA above baseline split per the working model, ~8% platform fee as a working assumption.