Independent Sponsor Economics for Logistics & Distribution Independent Sponsors
When the deal is logistics and distribution and the question is Independent Sponsor Economics, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
Logistics & Distribution deals in the lower middle market run a specific playbook. Independent Sponsor Economics 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.
How Independent Sponsor Economics actually gets structured.
Anchor on 20 to 25 percent carry above an 8 percent preferred return, with a 50/50 catch-up.
Set the management fee at 2 percent of invested capital, capped at three years.
Charge a transaction fee of 2 to 3 percent at close, with a clear LP-approval ceiling.
Document the waterfall in the LPA, not in a side letter.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Independent Sponsor Economics workstream.
Negotiating economics with the LP only after the LOI is signed. By then, the leverage is gone.
"If you are an independent sponsor, your economics are your firm. Defend them in the LPA, not in conversation."Jason Powell · Independent Sponsor Economics
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.
LOI Negotiation for Logistics & Distribution
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
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…
Equity Rollover for Logistics & Distribution
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Earnout Structures for Logistics & Distribution
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
Independent Sponsor Economics for Healthcare Services
roll-up of physician practices and ancillary service lines
Independent Sponsor Economics for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the logistics and distribution deal. Get Independent Sponsor Economics 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.