Independent Sponsor Change of Control Consents in Logistics & Distribution
Securities and M&A counsel for independent sponsors managing logistics and distribution transactions, from LOI to close to the capital markets that open up afterward.
Change of Control Consents 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 Change of Control Consents actually gets structured.
Build a consent matrix from the data room contracts.
Sort consents into required, prudent, and informational categories.
Assign owners and deadlines for each consent.
Track consent progress in a single closing dashboard.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Change of Control Consents workstream.
Discovering a required consent on the day before close. The signing slips, the deal team loses leverage.
"Consents are a project, not a footnote. Run them like a project."Jason Powell · Change of Control Consents
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.
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…
Transaction Fee Structuring for Logistics & Distribution
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Logistics & Distribution
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Change of Control Consents for Healthcare Services
roll-up of physician practices and ancillary service lines
Change of Control Consents for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a logistics and distribution target, and a Change of Control Consents 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.