Auto Aftermarket Deals: Representations & Warranties Drafting Done Right
Drafting Representations & Warranties Drafting on auto aftermarket deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Auto Aftermarket deals in the lower middle market run a specific playbook. Representations & Warranties Drafting 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 Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In auto aftermarket, layer in technician retention pool defined and funded as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
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.
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Representations & Warranties Drafting 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.