Logistics & Distribution Deals: Capital Partner LPA Done Right
Independent sponsor counsel for logistics and distribution, focused on Capital Partner LPA and the deal mechanics that protect sponsor economics and LP alignment.
Capital Partner LPA on logistics and distribution deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.
The typical logistics and distribution platform sits at $12M to $140M EV with EBITDA in the $3M to $22M range. The thesis runs on regional acquisitions of brokerages, 3PLs, and last-mile operators. Fuel-volatile years make for clean entry multiples. Read the math, not the narrative.
How Capital Partner LPA actually gets structured.
Anchor on a 20 percent carry above an 8 percent preferred return, 50/50 catch-up.
Build a one-vote, one-LP majority for any waterfall change.
Define key-person and removal-for-cause provisions narrowly.
Make distributions quarterly, with an annual true-up against the waterfall.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Capital Partner LPA workstream.
Reusing a fund LPA template for a deal-by-deal structure. The economics, governance, and waterfall need to be different.
"The LPA outlives the deal. Draft it like the next ten deals will be governed by the same paper."Jason Powell · Capital Partner LPA
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
LOI Negotiation for Logistics & Distribution
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Logistics & Distribution
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Logistics & Distribution
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Logistics & Distribution
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Capital Partner LPA for Healthcare Services
roll-up of physician practices and ancillary service lines
Capital Partner LPA for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a logistics and distribution target, and a Capital Partner LPA question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.