Pre-close · Auto Aftermarket

Real Estate Carve-Outs Counsel for Auto Aftermarket Acquisitions

Securities and M&A counsel for independent sponsors structuring auto aftermarket transactions, from LOI to close to the capital markets that open up afterward.

EV range $8M to $90M EV EBITDA $2M to $16M Audience Buy & Sell-side
The deal context

An independent sponsor closing auto aftermarket transactions in the $8M to $90M EV range has a defined set of moves at the Real Estate Carve-Outs stage. Most of them are not in a generic M&A textbook.

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.

The moves

How Real Estate Carve-Outs actually gets structured.

  1. Separate operating real estate into a single-purpose entity pre-close.

  2. Document an arm's-length lease with renewal options and assignment rights.

  3. Address title, survey, and environmental on each parcel.

  4. Coordinate the real estate close with the operating company close.

  5. In auto aftermarket, layer in technician retention pool defined and funded as part of the Real Estate Carve-Outs workstream.

The common mistake

Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.

Jason's take
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."
Jason Powell · Real Estate Carve-Outs
Capital after close

The deal is one thing. The capital that opens up after close is another.

The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Real Estate Carve-Outs 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.