Specialty Distribution Deals: Transition Services Agreements (TSA) Done Right
Independent sponsor counsel for specialty distribution, focused on Transition Services Agreements (TSA) and the deal mechanics that protect sponsor economics and LP alignment.
Specialty Distribution deals in the lower middle market run a specific playbook. Transition Services Agreements (TSA) is where the structure either holds or starts to leak.
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 Transition Services Agreements (TSA) actually gets structured.
Define every service with measurable inputs, outputs, and durations.
Price each service at actual cost plus a defined margin.
Set termination rights for both sides, with notice periods.
Address data privacy and security obligations across the transition.
In specialty distribution, layer in supplier reaffirmation letters before LOI signs as part of the Transition Services Agreements (TSA) workstream.
Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.
"A good TSA reads like a SLA. A bad TSA reads like a memo."Jason Powell · Transition Services Agreements (TSA)
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.
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Transition Services Agreements (TSA) 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.