Virtual roll-up first
The partnership does not begin with a purchase. The owner keeps their company and its legacy value; the JV installs infrastructure and is paid for what it creates above a frozen baseline. Acquisition, if it happens at all, comes later and only where both sides want it.
How the partnership works
- Owner retains ownership and the legacy value of their business.
- JV installs and operates centralized infrastructure and shared services.
- Platform costs are covered through a fee of about 8.0% of company revenue.
- Normalized EBITDA at joining is frozen as the owner's baseline ($400K in this model).
- EBITDA above that baseline splits 50% contractor / 50% JV.
- The baseline is never re-based upward as revenue grows.
Who gets what
One company at maturityThe owner ends up materially better off than their starting position even before any sale: their frozen floor is intact and they keep 50% of everything created on top of it.
Path of the relationship
Sequenced, not simultaneousPartner
Diligence-light onboarding. Baseline normalized and frozen. Platform installed. No purchase, no change of control.
Build
Demand, dispatch, pricing, productivity and overhead leverage. Uplift measured against the frozen baseline.
Share
Incremental EBITDA splits 50% / 50%. Reported monthly from one system of record.
Invest or acquire — optional
Where both sides want it: minority investment, majority recapitalization, or full acquisition at a value the partnership itself created.
Enterprise-value participation
How the JV's created value converts into enterprise-value participation on a sale — equity, a value-share right, a synthetic interest, or a right of first refusal — is not locked. The economics in this model are the annual uplift split; exit participation is shown separately and the two are never added together. The legal treatment is an open item and nothing here should be read as final legal or investment terms.