Specialty Distribution Deals: Change of Control Consents Done Right
Independent sponsor counsel for specialty distribution, focused on Change of Control Consents and the deal mechanics that protect sponsor economics and LP alignment.
Every specialty distribution acquisition has its own gravity. Change of Control Consents is the workstream where independent sponsor counsel earns the seat.
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 Change of Control Consents actually gets structured.
Build a consent matrix from the data room contracts.
Sort consents into required, prudent, and informational categories.
Assign owners and deadlines for each consent.
Track consent progress in a single closing dashboard.
In specialty distribution, layer in supplier reaffirmation letters before LOI signs as part of the Change of Control Consents workstream.
Discovering a required consent on the day before close. The signing slips, the deal team loses leverage.
"Consents are a project, not a footnote. Run them like a project."Jason Powell · Change of Control Consents
The deal is one thing. The capital that opens up after close is another.
The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.
Related deal pages.
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…
Transaction Fee Structuring for Specialty Distribution
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Specialty Distribution
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Change of Control Consents for Healthcare Services
roll-up of physician practices and ancillary service lines
Change of Control Consents for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the specialty distribution deal. Get Change of Control Consents 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.