In this Q&A hosted by Benesch, the firm sits down with FCL Capital Partners and Clarendon Capital to explore how a well-aligned independent sponsor and sector-focused fund came together to build Driving Academy into a National CDL training platform. Benesch has played an active role as trusted counsel throughout the structuring, execution, and ongoing value creation of the investment. The discussion covers the evolution from advisory firm to independent sponsor, how capital partners evaluate sponsor-led opportunities, how economics and governance are aligned, and what real collaboration looks like post-close. For independent sponsors and capital providers, this is a practical, experience-driven look at how the right introductions, aligned capital, and hands-on partnership can accelerate outcomes.

Bill Doran (Benesch): Let’s begin with having each of you give a brief overview of your respective firms. Rafael, perhaps from your perspective how your advisory business evolved into acting as an independent sponsor - and then Mark, would you share your unique experience of Clarendon’s journey from its beginnings as an independent sponsor to its evolution into a robust committed fund.

Rafael De Paoli (FCL Capital): FCL Capital Partners, we founded in 2020 as an M&A advisory firm focused on lower middle-market founder-led businesses and the original objective was to bring institutional quality, M&A execution - process, diligence and structuring - to a segment that often lacks that level of rigor. Through our advisory work, we developed deep exposure to the operational realities of these businesses. Many operate in fragmented industries and have significant untapped growth potential. In many cases, they were better suited for long-term ownership and value creation than a traditional sale.

So, in 2023, while advising a large commercial driver's license training business, we developed a strong conviction around the industry. At that point, the transition from advisory into acting as an independent sponsor became very intentional - allowing us to apply the same M&A discipline with long-term ownership and alignment.

Mark Fornasiero (Clarendon Capital): We launched Clarendon in 1998 as an independent sponsor to focus on transportation and logistics investing exclusively after spending 10 years working in the sector. Our thesis was companies could substantially benefit from an investor that not only provided capital but also a true value-add partner in this specialized niche space where no established sector PE investors existed at the time.

In our first investment, RoadLink, we developed a consolidation thesis in the intermodal trucking sector and launched the first PE investment in that space in 2000. We integrated 13 companies that were acquired over the course of the investment to create the first national company, and we exited in 2006 as the largest and most profitable business in that space.

With that experience and strong returns (in RoadLink), we closed on about one new platform investment a year. After several successful exits building longstanding companies, we launched the Clarendon Capital Fund, which we've been investing out of since 2019.

Now a key element of our strategy is aggressively seeking out credible and enterprising independent sponsors, like Rafael, to partner with and two of our seven active investments have developed in that way with several in our current pipeline. And as part of that, Benesch has been our trusted counsel on all of these transactions from the very beginning and carrying throughout our entire investment period.

Peter Shelton (Benesch): Thanks Mark and thanks for those nice words about the firm. We've certainly enjoyed partnering with you and your team over the last five going on six years. Your firms, Clarendon and FCL, partnered in 2024 to create this new platform, Driving Academy, to create a leading national commercial driver's license (CDL) training school. Let's talk about how that partnership came about and how did Clarendon Capital and FCL get to know each other in the first place?

Mark Fornasiero: It was at an iGlobal event – they’ve been putting on these terrific independent sponsor conferences since 2014, and I've been on panels from the very beginning there, first as an independent sponsor, and later as we transitioned to a committed fund seeking out independent sponsors with transportation logistics deals. The conference they had in February of ‘23 led to me meeting Rafael.

We started discussing investment opportunities that Rafael was developing and we got really excited about the Driving Academy opportunity. Rafael approached us on the company last year as we love to invest in entrepreneurs and independent sponsors that have a fresh approach that's really gaining traction in a fragmented sector that hasn't really changed in decades, and we felt that was existing with this opportunity.

Rafael De Paoli: iGlobal has been putting on very good events. The 2023 event where Mark and I met was the first event that I attended and that was the one that really opened the doors to the independent sponsor world. Mark was presenting at the event and he spoke about long-term structural dynamics in the transportation sector, including the ongoing driver shortage in the United States, and that perspective resonated with me, particularly because I was actively evaluating the CDL industry at the time.

When we later identified Driving Academy as a platform opportunity and moved under LOI, Clarendon was a natural call. Beyond the industry alignment, Clarendon’s experience in scaling transportation logistics businesses and their hands-on partnership-oriented approach made that fit clear and from the outset. The relationship developed quickly and organically around shared conviction, complementary expertise and aligned investment philosophy.

So, I highly recommend the iGlobal events for someone that's considering going down that path. It really helped not only on the relationship and networking side, but, also, I think they do a great job in the education of new independent sponsors coming into the sector.

Bill (Benesch): Without divulging any secret sauce, could you both shed a little light on what kind of economic aspects that a partnership between an independent sponsor like yourself, Rafael, and a sole source of capital like your fund, Mark? How do you structure the economics of the partnership to be win-win.

Rafael De Paoli: FCL sourced the opportunity and led the initial structuring and capital raise process. We spoke with multiple potential equity partners before selecting Clarendon, and the decision was not driven solely by capital availability. Clarendon's transportation and logistics expertise, depth of operating resources, and collaborative approach to partnership were critical factors.

But from an economic and governance perspective; the structure was designed to align incentives across management, the independent sponsor, and the equity partner, with clearly defined roles and accountability to support long-term value creation.

Mark Fornasiero: We really try to understand the specific goals of an independent sponsor like Rafael and the characteristics of the investment opportunity from multiple perspectives and collaborate to mutually craft roles and economics that are tailored specifically to that opportunity. We learned very quickly that Rafael was exactly that kind of person that we could have that collaboration with.

It led to a bespoke agreement that aligned our incentives, and we feel the relationship's been off to an excellent start in its first year. The fact that we had been an Independent Sponsor for about two decades before launching our fund really helped us in making that partnership work well with Rafael, who found a terrific investment and had put together a really great collaboration with that CEO.

Rafael De Paoli: Regarding day-to-day partnership and supporting management; governance and execution has been highly collaborative from the outset. At the board level, the strategy and priorities are developed jointly with clear alignment around long-term value creation. Operational responsibilities are complementary.

FCL has been particularly active in corporate development and M&A, including outreach and evaluation of add-on opportunities, and Benesch has been very instrumental in supporting those efforts. Clarendon brings a deep bench in areas such as budgeting, financial infrastructure and executive search, which has been critical to professionalizing and scaling the platform.

This division of responsibilities - combined with close coordination - has allowed the business to move efficiently and accelerate growth.

Mark Fornasiero: With every investment, we take a white sheet of paper to; “Where can our twenty-five years of investment experience in the transportation/logistics space add the most value to the skills the entrepreneur and independent sponsor are bringing together?” We have a collaborative relationship with Rafael and Jonathan, the CEO, and have really leaned into those areas where there’s mutual agreement we can help advance the company.

Peter Shelton: Thinking about what's ahead for Driving Academy specifically, what's on the horizon for the coming year and how do you think about medium term and longer-term goals and objectives for this investment?

Rafael De Paoli: We’re very excited about the future. We spent the first year learning about the business, putting an infrastructure in place that will support scalability, and then executing on growth plans.

Now we have three main pillars for growth. One of them is a buy and build strategy, where we have been extremely busy, and have a very strong pipeline with deals in different stages. We are confident that we're going to be able to announce completed add-on acquisitions soon.

We also have the organic side, where we've built a great foundation by adding personnel, and that's going to be key for the scalability of the business. We are ready, today, to have a much larger footprint than we currently have. I'm very excited for what's about to come.

Mark Fornasiero: We have the experience of taking several companies to where they're 5 to 10 times as large over the course of our investment horizon through accelerating organic growth and an active M&A strategy, and Driving Academy has demonstrated that potential.

The Driving Academy partnership demonstrates the power of aligned capital, complementary expertise, and collaborative execution. By bringing together an independent sponsor, a sector-focused fund, and trusted counsel, FCL Capital and Clarendon Capital have built a strong foundation for scalable growth offering a clear example of how the right partnerships can accelerate long-term value creation.