Exit · Logistics & Distribution

Independent Sponsor Exit Preparation in Logistics & Distribution

When the deal is logistics and distribution and the question is Exit Preparation, 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 Independent Sponsor
The deal context

Logistics & Distribution deals in the lower middle market run a specific playbook. Exit Preparation 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 Exit Preparation actually gets structured.

  1. Clean the cap table 18 months before the planned exit window.

  2. Refresh the IP, employment, and customer contract files for diligence readiness.

  3. Build a quality-of-earnings ready financial package well before bankers come in.

  4. Coordinate sponsor exit economics with the LP waterfall and any rolled-equity holders.

  5. In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Exit Preparation workstream.

The common mistake

Starting exit prep when the banker calls. By then, every fix costs price.

Jason's take
"Exit prep is what separates a 6x outcome from an 8x outcome. The work starts before the banker."
Jason Powell · Exit Preparation
Capital after close

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

Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.

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 Exit Preparation 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.