Logistics & Distribution Quality of Earnings: An Independent Sponsor's Counsel
Independent sponsor counsel for logistics and distribution, focused on Quality of Earnings and the deal mechanics that protect sponsor economics and LP alignment.
The economics on a logistics and distribution platform deal usually hinge on a handful of structural decisions. Quality of Earnings is one of them.
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 Quality of Earnings actually gets structured.
Engage QofE within five business days of LOI signing.
Scope to include working capital normalization, deferred revenue, and customer concentration.
Share preliminary findings with the seller before final report, to surface disputes early.
Coordinate QofE findings into both the purchase agreement and the LP commitment package.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Quality of Earnings workstream.
Treating QofE as a back-office exercise. It is the basis for the price, the working capital peg, and the LP pitch.
"The QofE is the deal book. Read it twice before you negotiate anything."Jason Powell · Quality of Earnings
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.
Independent Sponsor Economics for Logistics & Distribution
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
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…
Transaction Fee Structuring for Logistics & Distribution
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Equity Rollover for Logistics & Distribution
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Quality of Earnings for Healthcare Services
roll-up of physician practices and ancillary service lines
Quality of Earnings for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Quality of Earnings 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.