Independent Sponsor Post-Close Cap Table Design in Auto Aftermarket
Independent sponsor counsel for auto aftermarket, focused on Post-Close Cap Table Design and the deal mechanics that protect sponsor economics and LP alignment.
The economics on a auto aftermarket platform deal usually hinge on a handful of structural decisions. Post-Close Cap Table Design is one of them.
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 Post-Close Cap Table Design actually gets structured.
Reserve a 10 to 15 percent management incentive pool, vesting on time and performance.
Document profits interests in the LLC operating agreement with a clear strike value.
Build anti-dilution mechanics for the rolled-equity sellers, narrowly.
Plan for add-on equity issuances with pre-approved dilution mechanics.
In auto aftermarket, layer in technician retention pool defined and funded as part of the Post-Close Cap Table Design workstream.
Designing the cap table for day one only. The cap table you sign at close is the cap table you live with through year five.
"Cap tables are forecasts. Build them for the deal you want in year five, not the deal you signed in week one."Jason Powell · Post-Close Cap Table Design
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
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Post-Close Cap Table Design 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.