LOI Negotiation for Auto Aftermarket Independent Sponsors
Securities and M&A counsel for independent sponsors negotiating auto aftermarket transactions, from LOI to close to the capital markets that open up afterward.
Auto Aftermarket deals in the lower middle market run a specific playbook. LOI Negotiation is where the structure either holds or starts to leak.
The typical auto aftermarket platform sits at $8M to $90M EV with EBITDA in the $2M to $16M range. The thesis runs on service-center or specialty-shop regional roll-ups. Technician shortage is the single biggest valuation risk. Underwrite the bench, not the bays.
How LOI Negotiation actually gets structured.
Cap the exclusivity at 60 days, with one 30-day extension you control.
Name the earnout, the rollover percentage, and the management fee in the LOI itself, not later.
Reserve QofE and rep-and-warranty insurance as buyer expenses, paid at close.
Build a no-shop carve-out for inbound strategic bids above a threshold.
In auto aftermarket, layer in technician retention pool defined and funded as part of the LOI Negotiation workstream.
Letting the seller's counsel draft the first LOI. The frame of reference sets every fight that follows.
"An LOI is not a non-binding nicety. It is the deal, in skeleton."Jason Powell · LOI Negotiation
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
Independent Sponsor Economics for Auto Aftermarket
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Auto Aftermarket
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Auto Aftermarket
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Earnout Structures for Auto Aftermarket
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
LOI Negotiation for Healthcare Services
roll-up of physician practices and ancillary service lines
LOI Negotiation for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
LOI Negotiation for Auto Aftermarket, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.