Logistics & Distribution State Tax Planning: An Independent Sponsor's Counsel
Independent sponsor counsel for logistics and distribution, focused on State Tax Planning 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. State Tax Planning 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 State Tax Planning actually gets structured.
Map nexus exposure in every state the target operates in, including remote workers.
Plan sales tax succession liability, particularly in California, New York, and Texas.
Address pass-through entity tax (PTET) elections where federal SALT cap matters.
Document state-by-state qualification for the new entity post-close.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the State Tax Planning workstream.
Assuming state tax is a closing-mechanics issue. It is a valuation issue when the historic liability is large.
"State tax is where the seller's lawyer forgot to look. The buyer always pays for it."Jason Powell · State Tax Planning
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
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Bring the logistics and distribution deal. Get State Tax Planning 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.