Diligence · Food & Beverage

ERISA & Benefits Diligence Counsel for Food & Beverage Acquisitions

Securities and M&A counsel for independent sponsors diligencing food and beverage transactions, from LOI to close to the capital markets that open up afterward.

EV range $10M to $120M EV EBITDA $2M to $20M Audience Buy-side / Sponsor
The deal context

The economics on a food and beverage platform deal usually hinge on a handful of structural decisions. ERISA & Benefits Diligence is one of them.

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 ERISA & Benefits Diligence actually gets structured.

  1. Pull the 5500s and audit reports for the last three years.

  2. Identify any controlled-group exposure that follows the seller post-close.

  3. Address multi-employer pension withdrawal liability where applicable.

  4. Plan the benefits transition to the buyer's plans, with a TSA period if needed.

  5. In food and beverage, layer in co-pack capacity agreement re-papered as part of the ERISA & Benefits Diligence workstream.

The common mistake

Skipping the multi-employer pension review. It can show up as a 7-figure surprise three months post-close.

Jason's take
"ERISA is the silent deal-killer. Treat it like senior debt diligence."
Jason Powell · ERISA & Benefits Diligence
Capital after close

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

Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.

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 ERISA & Benefits Diligence 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.