Pre-close · Logistics & Distribution

Independent Sponsor Cross-Border Structuring in Logistics & Distribution

When the deal is logistics and distribution and the question is Cross-Border Structuring, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $12M to $140M EV EBITDA $3M to $22M Audience Buy & Sell-side
The deal context

Logistics & Distribution deals in the lower middle market run a specific playbook. Cross-Border Structuring is where the structure either holds or starts to leak.

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.

The moves

How Cross-Border Structuring actually gets structured.

  1. Map jurisdictional tax exposure with US and foreign counsel before the LOI.

  2. Plan repatriation mechanics if cash is generated offshore.

  3. Address CFIUS review where foreign capital is in the LP base.

  4. Structure for treaty benefits where the operating geographies allow.

  5. In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Cross-Border Structuring workstream.

The common mistake

Treating cross-border deals like US deals with extra steps. Tax, regulatory, and timing assumptions break differently.

Jason's take
"Cross-border deals need three sets of advisors at the table from day one. Bring them."
Jason Powell · Cross-Border Structuring
Capital after close

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

Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the logistics and distribution deal. Get Cross-Border Structuring 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.