Capital raise · Food & Beverage

Independent Sponsor Co-Investment Rights in Food & Beverage

When the deal is food and beverage and the question is Co-Investment Rights, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $10M to $120M EV EBITDA $2M to $20M Audience Independent Sponsor
The deal context

Food & Beverage deals in the lower middle market run a specific playbook. Co-Investment Rights is where the structure either holds or starts to leak.

The typical food and beverage platform sits at $10M to $120M EV with EBITDA in the $2M to $20M range. The thesis runs on CPG roll-up or co-packing platform with regional bolt-ons. Treat trade spend like a working capital item, not a marketing line. The valuation moves accordingly.

The moves

How Co-Investment Rights actually gets structured.

  1. Define co-invest rights pro-rata to the LP's deal commitment.

  2. Build a 30-day decision window so the deal does not stall.

  3. Limit co-invest fees and carry, if any, to reflect the relationship value.

  4. Document the right in the LPA, not in a side letter.

  5. In food and beverage, layer in co-pack capacity agreement re-papered as part of the Co-Investment Rights workstream.

The common mistake

Granting unlimited co-invest. The next LP finds out and your firm economics suffer.

Jason's take
"Co-investment is a privilege you give to the LPs you want to keep. Define it accordingly."
Jason Powell · Co-Investment Rights
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
WORK WITH JASON

Bring the food and beverage deal. Get Co-Investment Rights done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.