Independent Sponsor Transaction Fee Structuring in Logistics & Distribution
Securities and M&A counsel for independent sponsors structuring logistics and distribution transactions, from LOI to close to the capital markets that open up afterward.
Transaction 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 Transaction Fee Structuring actually gets structured.
Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.
Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.
Build an LP-approval threshold above which a one-time vote is required.
Treat the fee as a closing distribution, paid before working capital adjustments.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Transaction Fee Structuring workstream.
Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."Jason Powell · Transaction 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.
Working Capital Adjustments for Logistics & Distribution
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Logistics & Distribution
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Logistics & Distribution
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Quality of Earnings for Logistics & Distribution
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
Transaction Fee Structuring for Healthcare Services
roll-up of physician practices and ancillary service lines
Transaction Fee Structuring for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a logistics and distribution target, and a Transaction Fee Structuring question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.