Logistics & Distribution Deals: Management Fee Structuring Done Right
Structuring Management Fee Structuring on logistics and distribution deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Management Fee Structuring 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 Management Fee Structuring actually gets structured.
Set the fee at 2 percent of invested capital, stepping to 1.5 percent after year three.
Carve out portfolio-company services so add-on diligence is reimbursable.
Allow accrual if cash flow does not support payment, with later cash catch-up.
Make the fee subordinate to debt service, not to LP preferred return.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Management Fee Structuring workstream.
Pricing the fee on enterprise value instead of invested capital. EV-based fees punish you on the first add-on.
"The management fee pays for the firm. Underprice it and you will run a hobby, not a platform."Jason Powell · Management Fee Structuring
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.
Related deal pages.
LOI Negotiation for Logistics & Distribution
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Logistics & Distribution
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
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.
Management Fee Structuring for Healthcare Services
roll-up of physician practices and ancillary service lines
Management Fee Structuring for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the logistics and distribution deal. Get Management Fee Structuring 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.