Food & Beverage Post-Close Cap Table Design: An Independent Sponsor's Counsel
Designing Post-Close Cap Table Design on food and beverage deals, with the structure protection and capital connectivity an independent sponsor actually needs.
The economics on a food and beverage platform deal usually hinge on a handful of structural decisions. Post-Close Cap Table Design 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.
How Post-Close Cap Table Design actually gets structured.
Reserve a 10 to 15 percent management incentive pool, vesting on time and performance.
Document profits interests in the LLC operating agreement with a clear strike value.
Build anti-dilution mechanics for the rolled-equity sellers, narrowly.
Plan for add-on equity issuances with pre-approved dilution mechanics.
In food and beverage, layer in co-pack capacity agreement re-papered as part of the Post-Close Cap Table Design workstream.
Designing the cap table for day one only. The cap table you sign at close is the cap table you live with through year five.
"Cap tables are forecasts. Build them for the deal you want in year five, not the deal you signed in week one."Jason Powell · Post-Close Cap Table Design
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
Related deal pages.
Transaction Fee Structuring for Food & Beverage
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Working Capital Adjustments for Food & Beverage
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Representation & Warranty Insurance for Food & Beverage
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Indemnification for Food & Beverage
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Bring the food and beverage deal. Get Post-Close Cap Table Design 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.