Independent Sponsor Capital Partner LPA in Specialty Distribution
Securities and M&A counsel for independent sponsors drafting specialty distribution transactions, from LOI to close to the capital markets that open up afterward.
Capital Partner LPA on specialty distribution deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.
The typical specialty distribution platform sits at $10M to $100M EV with EBITDA in the $2.5M to $18M range. The thesis runs on vertical buy-up of niche product distributors. Most distribution multiples are wrong by half a turn until the rebate accounting gets normalized.
How Capital Partner LPA actually gets structured.
Anchor on a 20 percent carry above an 8 percent preferred return, 50/50 catch-up.
Build a one-vote, one-LP majority for any waterfall change.
Define key-person and removal-for-cause provisions narrowly.
Make distributions quarterly, with an annual true-up against the waterfall.
In specialty distribution, layer in supplier reaffirmation letters before LOI signs as part of the Capital Partner LPA workstream.
Reusing a fund LPA template for a deal-by-deal structure. The economics, governance, and waterfall need to be different.
"The LPA outlives the deal. Draft it like the next ten deals will be governed by the same paper."Jason Powell · Capital Partner LPA
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.
LOI Negotiation for Specialty Distribution
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Specialty Distribution
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Specialty Distribution
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Specialty Distribution
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Capital Partner LPA for Healthcare Services
roll-up of physician practices and ancillary service lines
Capital Partner LPA for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the specialty distribution deal. Get Capital Partner LPA 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.