Dividend Recapitalization for Logistics & Distribution Independent Sponsors
Structuring Dividend Recapitalization on logistics and distribution deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Dividend Recapitalization 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 Dividend Recapitalization actually gets structured.
Time the recap when leverage has come down and EBITDA has grown.
Structure the new senior debt with room for ongoing operations and add-ons.
Confirm that the LP waterfall recognizes the distribution as recap, not exit.
Coordinate tax treatment of the distribution with the LPs in advance.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Dividend Recapitalization workstream.
Recapping too early. Lenders price it; LPs feel it; the next deal cost goes up.
"Recaps are a tool, not a habit. Use them when the operating story supports them."Jason Powell · Dividend Recapitalization
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 Logistics & Distribution
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Indemnification for Logistics & Distribution
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An LOI on the desk, a logistics and distribution target, and a Dividend Recapitalization 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.