Carta vs Forge When Your Surety Gets a Vote on the Buyout

List every equity holder, their percentage, and separately, whose personal financial statements the surety currently relies on for your bonding capacity. For a bonded GC, this second list matters as much as the cap table itself: if the departing owner's balance sheet is part of what backs your current bonding capacity, losing him as a guarantor could shrink how much work you can bond before you've even discussed a buyout price.

General contractor equity doesn't trade on multiples the way a recurring-revenue business does. Buyers, whether that's the remaining owners or an outside party, price it against trailing bonding capacity, backlog, and the strength of the estimating and field team left standing after the departure, not just historical revenue. If a debt-financed buyback is part of the plan, the effective federal funds rate around 3.63% and bank prime around 6.75%¹ give you a real reference point for what a bank term loan or seller note will cost.

Carta's tender offer mechanics can formalize a buyback once price is set, and it's genuinely useful for keeping the cap table clean if there are multiple owners or key employees with equity. Forge's outside buyer network, built around companies its institutional buyers already track, has essentially no reach into bonded general contracting, a category with no natural secondary market of outside investors. Use Carta for the paperwork; don't expect Forge to find you a buyer.

Structure the buyout so the payment schedule doesn't strip cash the surety expects to see on the balance sheet during renewal, and loop in your surety broker before finalizing terms, not after. A seller note paid down over several years, sized against realistic future bonding capacity rather than a one-time revenue multiple, usually protects both the company's bonding line and the departing owner's actual recovery better than a lump-sum cash-out would.

Expect your surety to request updated personal financial statements from the remaining owners, a clear picture of how the buyout is financed, and often a look at current backlog and work-in-progress schedules before confirming your bonding capacity holds after the departure. Bring your surety broker into the conversation as soon as the departing owner confirms intent to sell, not after price is set, since the surety's answer can meaningfully change what the company can actually afford to pay.

Expect the surety to ask for these items:

• Updated personal financial statements from the remaining owners, since the surety relies on them for bonding capacity.
• A clear picture of how the buyout is financed and how it affects cash on the balance sheet.
• A look at current backlog and work-in-progress schedules before confirming bonding capacity holds.

Budget eight to twelve weeks, longer than a typical business buyout, because the surety conversation runs in parallel with, and can gate, everything else. The first few weeks go to the surety review and confirming bonding capacity holds; pricing and seller-note terms get finalized alongside that; documentation and closing come last, once the surety has confirmed it's comfortable with the new ownership structure.

The most common mistake is agreeing a buyout price with the departing owner before confirming with the surety that bonding capacity actually holds afterward. Say the company agrees to a seller note sized against current bonding capacity, then the surety comes back after reviewing the new ownership structure and reduces the bonding line because the departing owner's personal financials were doing more work than anyone realized. Now the company owes a note it sized against bonding capacity that no longer exists.

Confirm bonding capacity with the surety before finalizing any number, not after. In practice, this means getting a preliminary, informal read from your surety broker within the first two weeks of the process, before any specific price is discussed with the departing owner, so the company knows what it can realistically afford and finance before making any commitment it might later have to walk back.

Negotiate an indemnity from the departing owner covering any claims tied to projects they personally managed or bid, since construction disputes and warranty claims can surface years after a project closes out, well after the buyout itself. Also negotiate a clear allocation of who's responsible if a surety claim arises on a bond the departing owner personally guaranteed before the transition, since sureties can sometimes pursue former guarantors even after they've sold their equity.

Finally, if the seller note is a meaningful part of the structure, negotiate a subordination agreement with the bank and surety upfront, so everyone's expectations about repayment priority are clear before a dispute forces the question. A seller note that turns out to be subordinate to the bank in ways the departing owner didn't expect is a common source of post-closing friction.