Pre-close · Logistics & Distribution

Lease Assignments Counsel for Logistics & Distribution Acquisitions

Managing Lease Assignments on logistics and distribution deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $12M to $140M EV EBITDA $3M to $22M Audience Buy-side / Sponsor
The deal context

Lease Assignments 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.

The moves

How Lease Assignments actually gets structured.

  1. Pull every lease, estoppel, and SNDA in the data room.

  2. Identify landlord consent requirements and prepare consent packages.

  3. Address landlord recapture rights that can be triggered at change of control.

  4. Sequence consent collection to avoid a last-minute single-landlord veto.

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

The common mistake

Waiting until two weeks before close to request landlord consents. Landlords use the timeline against the buyer.

Jason's take
"Lease consents are the deal-killer that never makes the highlight reel. Start early, finish early."
Jason Powell · Lease Assignments
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
ENGAGE THE PRACTICE

Lease Assignments for Logistics & Distribution, on independent sponsor terms.

Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.