Logistics & Distribution Customer Contract Assignment: An Independent Sponsor's Counsel
Independent sponsor counsel for logistics and distribution, focused on Customer Contract Assignment and the deal mechanics that protect sponsor economics and LP alignment.
Every logistics and distribution acquisition has its own gravity. Customer Contract Assignment is the workstream where independent sponsor counsel earns the seat.
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 Customer Contract Assignment actually gets structured.
Identify contracts with anti-assignment clauses, especially in government and healthcare.
Plan the customer communication sequence to protect retention.
Map consent collection against the closing checklist, with material thresholds defined.
Address change-of-control notifications even where consent is not required.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Customer Contract Assignment workstream.
Asking every customer for consent. You alarm customers who would have been silent.
"Customer assignment is a sales motion, not a legal one. Lead with operations, follow with paper."Jason Powell · Customer Contract Assignment
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
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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 …
Customer Contract Assignment for Healthcare Services
roll-up of physician practices and ancillary service lines
Customer Contract Assignment for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a logistics and distribution target, and a Customer Contract Assignment 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.