ERISA & Benefits Diligence Counsel for Specialty Distribution Acquisitions
Diligencing ERISA & Benefits Diligence on specialty distribution deals, with the structure protection and capital connectivity an independent sponsor actually needs.
An independent sponsor closing specialty distribution transactions in the $10M to $100M EV range has a defined set of moves at the ERISA & Benefits Diligence stage. Most of them are not in a generic M&A textbook.
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 ERISA & Benefits Diligence actually gets structured.
Pull the 5500s and audit reports for the last three years.
Identify any controlled-group exposure that follows the seller post-close.
Address multi-employer pension withdrawal liability where applicable.
Plan the benefits transition to the buyer's plans, with a TSA period if needed.
In specialty distribution, layer in supplier reaffirmation letters before LOI signs as part of the ERISA & Benefits Diligence workstream.
Skipping the multi-employer pension review. It can show up as a 7-figure surprise three months post-close.
"ERISA is the silent deal-killer. Treat it like senior debt diligence."Jason Powell · ERISA & Benefits Diligence
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.
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…
Equity Rollover for Specialty Distribution
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
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regional roll-ups of HVAC, plumbing, and electrical operators
Bring the specialty distribution deal. Get ERISA & Benefits Diligence 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.