Cedarline Capital, Fund I

A disciplined roll-up of the essential trades.

2.5x / 23%

Target net MOIC / IRR

$180M

Target, $250M hard cap

Cedarline Capital, Fund I buys and builds the companies that keep American homes running: HVAC, plumbing and electrical services. The plan is simple to state and hard to execute. Buy sub-scale businesses at four to six times earnings, build them into professional multi-market platforms, and sell scale to a larger sponsor or strategic at nine to ten times.

The market is large, fragmented and non-discretionary. More than 100,000 mostly single-location contractors serve a service pool of roughly $180 billion a year. The median owner is 57 and short on succession options, which creates a steady supply of reasonably priced sellers. Meanwhile larger buyers are paying up for scaled platforms, so the exit is already there.

The fund targets $180 million with a $250 million hard cap, and aims for 2.5x net MOIC and a 23% net IRR across three to four platforms. The edge is people, not financial engineering: an operating partner who has run these businesses, proprietary sourcing, a repeatable integration playbook, and discipline on entry price.

Private & confidential01 / 13

Section 02

Four forces line up at once.

The trades have always been fragmented. What is new is the combination of a demographic wave of retiring owners and a set of larger buyers willing to pay for consolidation. That gap between entry and exit price is the opportunity.

First, fragmentation. No national brand holds meaningful share, so a disciplined buyer can assemble local density without bidding against a strategic on every deal. Second, demand is non-discretionary. A failed furnace or a burst pipe is fixed now, not next quarter, which is why revenue held through 2008-09 and 2020.

Third, seller supply is structural rather than cyclical. Roughly half of trade-business owners plan to exit within a decade and few have a plan for it. Fourth, the exit is proven: scaled platforms trade at nine to twelve times as large PE and strategics compete for them. Cedarline underwrites the growth and treats the multiple lift as upside.

Private & confidential02 / 13

Section 03

A $180B pool, owned one van at a time.

$180B

Annual service pool

100k+

Independent contractors

Residential HVAC, plumbing and electrical services generate roughly $180 billion of revenue a year in the United States. The work recurs, it is local, and it cannot be offshored or deferred for long.

Cedarline's investable universe is the layer below the strategics: companies with $1 million to $8 million of EBITDA, owner-operated, with recurring service revenue and defensible local density. A platform needs $3 million or more of EBITDA, a number-one or number-two local position, and a service and replacement mix over new construction. Bolt-ons run from $0.3 million to $2 million of EBITDA and are bought at around four times.

The point of the universe is that it is deep. There are far more qualified targets than a single fund can buy, which keeps entry prices disciplined and lets Cedarline walk from any deal that gets expensive.

Private & confidential03 / 13

Section 04

Concentrated, control, operator-led.

Cedarline runs a concentrated book: three control platforms in the base case, each built out with bolt-ons. Concentration keeps capital and operating attention focused, which is the opposite of a spray of minority stakes.

Each platform receives $25 million to $45 million of equity including follow-on, and roughly 35% of the fund is reserved for bolt-on capital. The arbitrage is structural: a blended entry near 4.7 times against a target exit of 9.5 times is close to five turns of multiple before any earnings growth. Growth on top of that is what turns a good deal into a strong one.

Control matters because value creation here is operational, not financial. Cedarline needs the authority to change dispatch, pricing, recruiting and the back office on day one, which a minority position cannot deliver.

Private & confidential04 / 13

Section 05

Deals come to us, not through an auction.

Origination is the part of a roll-up that is easy to promise and hard to build. Cedarline maintains a named-account map of about 1,400 qualified businesses across target metros, refreshed each quarter, and works it directly.

Sourcing runs on three channels: direct owner relationships and referrals, regional M&A advisers and trade associations, and bolt-on referrals from platform managers who know their local competitors better than any banker. In the team's history, roughly 85% of closed deals were proprietary or limited processes.

The current pipeline is concrete. A Southeast HVAC platform is under LOI at $6 million of EBITDA and about 5.3 times, three bolt-ons are under LOI at 3.8 to 4.2 times, and a Texas plumbing platform is under exclusivity. Cedarline walks from auctions above 6.5 times.

Private & confidential05 / 13

Section 06

Downside first, every deal.

The process is deliberately repeatable. Source from the map, screen and underwrite the downside case before the base case, structure and close with conservative leverage, integrate on a 100-day plan, then build and exit.

Underwriting starts with quality of earnings, customer concentration and the mix of recurring service revenue. Leverage is held at or below 3.0 times net debt to EBITDA at the platform level, and sellers typically roll a meaningful stake so incentives stay aligned. Nothing in the return depends on refinancing into a boom.

The investment committee is small and the principals sit on it. Decisions are made on the numbers and the operating plan, not on a narrative about a hot sector.

Private & confidential06 / 13

Section 07

Five levers, pulled in the business.

Value creation is where the operating partner earns the carry. Cedarline pulls five levers inside each platform, and Rosa Delgado sits in the business to pull them rather than watching from a board seat.

The levers are pricing and dispatch discipline, a membership and service-agreement book that turns one-off calls into recurring revenue, technician recruiting and retention, a shared back office across finance, marketing and the call centre, and cross-trade referral between HVAC, plumbing and electrical.

Bolt-ons compound the effect. Each one is bought at around four times, integrated onto the platform's systems within 100 days, and immediately benefits from the platform's pricing and overhead. The result is a business that is not just bigger but structurally more valuable, which is what a scale buyer pays for.

Private & confidential07 / 13

Section 08

A gap the big funds and strategics leave open.

Cedarline competes for deals with three groups, and its lane sits in the space none of them fills well.

National strategics pay eight to eleven times, but only for scaled platforms; they rarely chase a sub-$5 million-EBITDA shop. Larger PE consolidators run $500 million-plus funds that need to write $75 million-plus cheques, so they compete for platforms but not for the small bolt-ons that build value. Franchise aggregators lead with a brand and lighter operational control.

That leaves the sub-$50 million enterprise-value platform and the sub-$2 million-EBITDA bolt-on, bought proprietary at a disciplined price, with an operator in the seat. It is too small for the big funds and too operationally demanding for the strategics, which is precisely why the entry multiples stay reasonable and the exit is still there.

Private & confidential08 / 13

Section 09

2.5x base, with a downside that still returns capital.

The base case returns 2.5 times net and a 23% net IRR to LPs, after a 2% fee, 20% carry and an 8% preferred return. It assumes three platforms, a blended entry near 4.7 times, and a 9.5 times exit.

The upside case, with a faster bolt-on cadence and an 11 times exit, reaches 3.1 times and 29%. The downside, with slower deployment, a 7.5 times exit and one platform that underperforms, still returns 1.6 times and 11%. On a gross-to-net basis, a 3.3 times gross drops to 2.5 times net after fees, carry and expenses.

Returns follow a normal J-curve: capital is called over the five-year investment period, distributions begin around year four to five, and DPI crosses one around year six. Detail, the J-curve and a live calculator are in the Returns and LP Calc sections.

Illustrative · sample fund09 / 13

Section 10

Named honestly, held deliberately.

Every roll-up carries the same handful of risks. Cedarline states them plainly and structures against each.

Integration is the main one, and it is met with a dedicated operating partner and a repeatable playbook rather than a first-timer per deal. The technician labour shortage is real, so recruiting, apprenticeship and retention are treated as core operations, not HR. Exit-multiple compression is handled by underwriting to earnings growth and treating multiple expansion as upside.

Cyclicality is muted by non-discretionary demand and a growing recurring-revenue book. Leverage is conservative. Key-person risk is spread across three principals, a shared playbook and an advisory bench of trade operators. None of these removes risk, but each is chosen and managed rather than hoped away.

Private & confidential10 / 13

Section 11

Standard terms, aligned incentives.

Fund I is a Delaware limited partnership targeting $180 million with a $250 million hard cap. The GP commits 2.5%, or $4.5 million, alongside LPs.

The economics are conventional for the strategy: a 2% management fee on committed capital during the five-year investment period and on invested capital thereafter, 20% carried interest over an 8% preferred return, and an American, deal-by-deal waterfall with a GP clawback and interim escrow. The term is ten years plus two one-year extensions.

The deal-by-deal structure suits a strategy with staggered platform exits, and the clawback protects LPs if later deals underperform earlier ones. First close is targeted for Q4 2026, with a $5 million minimum commitment that is negotiable for anchor investors.

Summary only · the LPA governs11 / 13

Section 12

People who have run the vans.

The team combines an investor, an operator and an integrator, which is exactly the trio a buy-and-build in the trades needs.

Grant Whitfield, Managing Partner, has 17 years in lower-mid-market PE in essential services, most recently as a Partner at Halstead Industrial Partners across six platforms. Rosa Delgado, Operating Partner, ran BluePeak Home Services from 6 to 40 branches before a strategic sale, and now sits inside each platform. Kevin Park, Partner for M&A and integration, has closed more than 30 bolt-ons on the 100-day playbook the fund uses today.

They are supported by CFO Priya Nair on fund operations and LP reporting, a shared services team that plugs into each platform, and an advisory board of former multi-site trade operators.

Private & confidential12 / 13

Section 13

Attributed prior track.

Across earlier roles the principals deployed roughly $340 million into essential-services platforms, with four of six realised, a 2.7 times gross blended MOIC and a 24% gross IRR. The figures are attributed and illustrative.

Platform Alpha, a regional HVAC roll-up, grew from 4 to 14 branches across nine bolt-ons, tripled its membership base, and exited to a larger PE sponsor at 3.1 times and 27% over about four and a half years. Platform Bravo, a plumbing services business, consolidated three markets, doubled its service-agreement revenue, and sold to a national strategic at 2.4 times and 21% over roughly five years.

Both are carried forward in the pitch and data room as case studies. As with everything in this sample, the names and figures are fictional and provided for illustration only.

Attributed & illustrative13 / 13