Employment & Non-Compete Agreements for Logistics & Distribution Independent Sponsors
When the deal is logistics and distribution and the question is Employment & Non-Compete Agreements, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
An independent sponsor closing logistics and distribution transactions in the $12M to $140M EV range has a defined set of moves at the Employment & Non-Compete Agreements stage. Most of them are not in a generic M&A textbook.
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 Employment & Non-Compete Agreements actually gets structured.
Negotiate seller non-competes to the maximum enforceable scope, by state law.
Refresh key employee restrictive covenants pre-close, where possible.
Address the FTC non-compete rule and its state-by-state aftermath.
Tie executive non-competes to retention bonus economics that survive a quick exit.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Employment & Non-Compete Agreements workstream.
Drafting a national-scope non-compete in California. Enforceability is a binary, not a spectrum.
"A non-compete is only as strong as the state it sits in. Draft for the state, not the deal."Jason Powell · Employment & Non-Compete Agreements
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
Independent Sponsor Economics for Logistics & Distribution
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Management Fee Structuring for Logistics & Distribution
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Transaction Fee Structuring for Logistics & Distribution
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Working Capital Adjustments for Logistics & Distribution
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
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An LOI on the desk, a logistics and distribution target, and a Employment & Non-Compete Agreements 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.