Transition Services Agreements (TSA) for Logistics & Distribution Independent Sponsors
When the deal is logistics and distribution and the question is Transition Services Agreements (TSA), the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
The economics on a logistics and distribution platform deal usually hinge on a handful of structural decisions. Transition Services Agreements (TSA) 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 Transition Services Agreements (TSA) actually gets structured.
Define every service with measurable inputs, outputs, and durations.
Price each service at actual cost plus a defined margin.
Set termination rights for both sides, with notice periods.
Address data privacy and security obligations across the transition.
In logistics and distribution, layer in earnout indexed to gross margin, not revenue as part of the Transition Services Agreements (TSA) workstream.
Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.
"A good TSA reads like a SLA. A bad TSA reads like a memo."Jason Powell · Transition Services Agreements (TSA)
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
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An LOI on the desk, a logistics and distribution target, and a Transition Services Agreements (TSA) 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.