Auto Aftermarket Post-Close Governance: An Independent Sponsor's Counsel
When the deal is auto aftermarket and the question is Post-Close Governance, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
The economics on a auto aftermarket platform deal usually hinge on a handful of structural decisions. Post-Close Governance 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 Governance actually gets structured.
Build a board with sponsor majority, one LP-elected seat, and one independent.
Define LP protective provisions narrowly, focused on dilution, exit, and related-party transactions.
Set information rights at monthly financial and quarterly board-level updates.
Plan the annual budget approval cadence so the sponsor can run the business.
In auto aftermarket, layer in technician retention pool defined and funded as part of the Post-Close Governance workstream.
Negotiating governance like a fund LPA. independent sponsor governance has to be lighter and faster.
"Governance design decides whether the operator runs the company or files reports."Jason Powell · Post-Close Governance
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
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An LOI on the desk, a auto aftermarket target, and a Post-Close Governance question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.