Specialty Distribution Deals: Post-Close Governance Done Right
Designing Post-Close Governance 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 Post-Close Governance 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 Post-Close Governance actually gets structured.
Build a board with sponsor majority, one LP-elected seat, and one independent.
Define LP protective provisions narrowly, focused on dilution, exit, and related-party transactions.
Set information rights at monthly financial and quarterly board-level updates.
Plan the annual budget approval cadence so the sponsor can run the business.
In specialty distribution, layer in supplier reaffirmation letters before LOI signs as part of the Post-Close Governance workstream.
Negotiating governance like a fund LPA. independent sponsor governance has to be lighter and faster.
"Governance design decides whether the operator runs the company or files reports."Jason Powell · Post-Close Governance
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.
Transaction Fee Structuring for Specialty Distribution
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Working Capital Adjustments for Specialty Distribution
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Representation & Warranty Insurance for Specialty Distribution
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Specialty Distribution
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Bring the specialty distribution deal. Get Post-Close Governance 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.