Independent Sponsor Seller Financing in Logistics & Distribution
Structuring Seller Financing on logistics and distribution deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Every logistics and distribution acquisition has its own gravity. Seller Financing is the workstream where independent sponsor counsel earns the seat.
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 Seller Financing actually gets structured.
Anchor seller notes at 5 to 15 percent of EV, with a 4 to 6 year term.
Subordinate explicitly to senior and mezzanine debt with a clear standstill on default.
Price interest at 6 to 8 percent, with cash pay or PIK depending on the senior package.
Build prepayment optionality so refinancing flexibility is preserved.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Seller Financing workstream.
Treating the seller note as a hand-shake. Sellers sue on notes more often than on equity disputes.
"A seller note is debt. Document it like debt. Service it like debt."Jason Powell · Seller Financing
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
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Seller Financing 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.