Specialty Distribution Deals: Lease Assignments Done Right
Securities and M&A counsel for independent sponsors managing specialty distribution transactions, from LOI to close to the capital markets that open up afterward.
Lease Assignments 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 Lease Assignments actually gets structured.
Pull every lease, estoppel, and SNDA in the data room.
Identify landlord consent requirements and prepare consent packages.
Address landlord recapture rights that can be triggered at change of control.
Sequence consent collection to avoid a last-minute single-landlord veto.
In specialty distribution, layer in supplier reaffirmation letters before LOI signs as part of the Lease Assignments workstream.
Waiting until two weeks before close to request landlord consents. Landlords use the timeline against the buyer.
"Lease consents are the deal-killer that never makes the highlight reel. Start early, finish early."Jason Powell · Lease Assignments
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.
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 …
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Lease Assignments for Specialty Distribution, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.