Specialty Distribution Real Estate Carve-Outs: An Independent Sponsor's Counsel
Independent sponsor counsel for specialty distribution, focused on Real Estate Carve-Outs and the deal mechanics that protect sponsor economics and LP alignment.
Every specialty distribution acquisition has its own gravity. Real Estate Carve-Outs 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 Real Estate Carve-Outs actually gets structured.
Separate operating real estate into a single-purpose entity pre-close.
Document an arm's-length lease with renewal options and assignment rights.
Address title, survey, and environmental on each parcel.
Coordinate the real estate close with the operating company close.
In specialty distribution, layer in supplier reaffirmation letters before LOI signs as part of the Real Estate Carve-Outs workstream.
Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."Jason Powell · Real Estate Carve-Outs
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
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Real Estate Carve-Outs for Healthcare Services
roll-up of physician practices and ancillary service lines
Real Estate Carve-Outs for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a specialty distribution target, and a Real Estate Carve-Outs question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.