Selling a Bars & Nightclubs Business

Most bars and nightclubs are priced off SDE or EBITDA, but the multiple depends on whether the cash flow is provable and transferable. Buyers pay more when deposits tie to POS, pour cost is controlled, and the lease clearly allows your hours, music, and patio. Licensing clarity matters, too, since a messy transfer timeline can force a holdback or a delayed close. Start with Rejigg’s free valuation calculator, then sanity-check the result against your lease and liquor license path.

Sometimes. Many SBA lenders are cautious with late-night clubs, heavy cash, and financials that don’t reconcile cleanly. Most lenders want tax returns that match the story, POS reports that tie to merchant statements and deposits, and a lease term long enough to cover the loan. Deals tend to finance more easily when food is meaningful, and compliance and incident risk are well-documented. Use Rejigg’s SBA loan calculator to test payments before you set a price.

It depends on two gatekeepers: liquor license transfer and landlord consent for a lease assignment. You can often get to an LOI quickly if your numbers reconcile and the lease and license path are clear, but closing can stretch when the licensing board meets monthly or the landlord drags out review. You’ll move faster if you pre-package the lease, license documents, and reconciled financials under NDA. Rejigg’s preparation guide covers what buyers ask for first.

No. A broker can help with pricing, marketing, and buyer wrangling, but many owners run their own process if they can screen buyers and share diligence securely. Typical broker fees are 5–10%, which is real money on a profitable venue. Rejigg gives sellers pre-vetted buyers, digital NDAs, a data room, messaging, and offer tracking so you can control access yourself. You can start by listing on Rejigg.

Most bar deals are asset sales. The buyer purchases equipment, FF&E, inventory (often separately), and goodwill, and you keep the legal entity and its old liabilities. Entity sales can make sense when contracts or permits are hard to move, but buyers usually worry about hidden liabilities like taxes, employment issues, or old claims. Liquor license and lease approvals usually still apply either way. Rejigg’s deal negotiation guide explains common structures and protections.

Have a set that answers “can I keep it open, and will the money still be there?” Buyers typically want 3 years of P&Ls and tax returns, a trailing-12 P&L, POS exports (sales mix, comps/voids), merchant statements, bank statements, the lease plus amendments, liquor license docs, insurance policies and claims history, an equipment list, and any promoter/DJ agreements. Getting this ready early avoids stalled diligence and re-trades. Rejigg’s built-in data room is designed for sharing these documents under NDA.

Inventory is usually bought separately at closing based on a joint count and cost. Buyers push for a clean count because liquor and beer are common shrink areas, and stale product can be hard to move. Expect negotiation around slow-moving bottles, opened product, and kegs, since practices vary by market. Many sellers do a count close to closing and agree in writing on what categories are included. Store recent counts and invoices in Rejigg’s data room to reduce surprises during due diligence.

Most deals include equipment in the asset package rather than pricing every item, unless you have high-end sound and lighting or a real kitchen buildout. Buyers care about condition, what’s owned versus leased (POS terminals, camera systems, AV racks), and service history for refrigeration and HVAC. If the sound system cuts out or the ice machine is unreliable, buyers usually budget immediate capex and reduce price. A simple equipment list with age, serials, and service notes makes diligence easier. Rejigg’s data room is a good place to keep it organized.

Many small bar sales are “cash-free, debt-free,” with inventory handled separately and no formal working capital target. It can change if you hold big event deposits, run large weekly payroll swings, or have meaningful house accounts and tabs. Buyers may ask for a minimum cash buffer or a clear handoff plan for payables and deposits. Spell out what gets paid through closing and how deposits transfer. Rejigg’s offer comparison tools help you review these terms across buyers without losing track.

Yes, especially when the license timeline is long, the lease assignment is uncertain, or the business has a lot of cash sales that lenders discount. A seller note can bridge a valuation gap and can help a buyer qualify for financing. Terms vary by deal, including interest, amortization, collateral, and SBA standby rules when applicable. Most sellers trade better terms for stronger security and tighter defaults. Rejigg’s deal dashboard and negotiation guide help you compare structures clearly.

Earnouts can work, but they’re often hard in nightlife. Revenue can swing with promoter changes, security enforcement, pricing tweaks, weather, and even one viral incident, so disputes are common. If you accept an earnout, define the metric tightly, including how comps are handled and what POS reports count. Also, spell out who controls programming, pricing, and comp authority during the earnout. Many sellers prefer a seller note because it’s usually simpler to enforce. Rejigg’s offer comparison view helps you weigh headline price against collectible cash.

Most buyers want 2–8 weeks of hands-on help to stabilize staff, vendor ordering, and weekend execution, then limited on-call support. If the owner holds key relationships with the landlord, promoters, or the licensing office, buyers may ask for structured introductions over a longer period. Put the transition in writing: hours per week, responsibilities, and a clear end date. Rejigg’s transition planning guide helps you set boundaries that still support the handoff.

Yes, but the operating plan has to match your local rules. Some jurisdictions allow temporary authority or a management agreement while the transfer is pending; others don’t allow alcohol sales until approval, which can change staffing, hours, and pricing decisions. Many deals use closing conditions tied to approval or schedule closing around the board calendar. The key is documenting the real process, dates, and responsibilities in the LOI and purchase agreement. Rejigg helps you keep timelines, documents, and conditions organized for all parties.

Common terms include a non-compete and non-solicit, a defined training and transition period, and representations about taxes, employees, compliance, and undisclosed liabilities. In bars and nightclubs, buyers focus heavily on alcohol compliance history, incident and insurance claims, and any lease defaults. These terms often drive real dollars through holdbacks, escrows, or walk-away rights. Keep them specific and market-appropriate, especially the non-compete scope. Rejigg helps you track requests and drafts during due diligence and closing.

In an asset sale, the price is allocated across categories like equipment, inventory, leasehold improvements, and goodwill, and that allocation affects your taxes. Sellers often want more allocated to goodwill for capital gains treatment, while buyers may prefer allocations that increase depreciation. Bars with meaningful buildout, refrigeration, kitchen equipment, or sound and lighting can have more at stake in this negotiation. Have a CPA model your after-tax proceeds before you accept an offer. Rejigg’s deal tracking helps you compare offers based on net outcome, not just price.

Bars and nightclubs run on gossip, so control the flow of information. Share sensitive items like financials, lease terms, promoter splits, and incident history only after an NDA, and release documents in stages as the buyer proves they’re real. Schedule tours during off-hours and keep staff introductions for later diligence when possible. Rejigg supports this workflow with pre-vetted buyers, digital NDAs, and permission controls in the data room so you decide who sees what and when.

Buyers usually expect the brand assets needed to keep demand steady: business name, domain, phone number, POS setup, and social accounts. For many nightclubs, Instagram and event channels can be as valuable as the signage because that’s where the crowd comes from. Guest lists and SMS or email lists can transfer if the business owns them and they were collected properly, rather than living on a promoter’s personal account. Clarify ownership and logins early, and list them as closing deliverables. Rejigg’s due diligence guide includes a handoff checklist.

Compare certainty and collectability. Look at contingencies tied to the liquor license and lease assignment, financing risk, timeline, escrow or holdbacks, seller notes or earnouts, and who pays transfer and approval costs. In bars, a higher price that depends on a shaky landlord consent or an unclear license path can be worth less than a lower, clean offer that closes fast. Rejigg’s offer dashboard compares terms side-by-side, including close date, financing structure, and seller carry, so you can pick the offer most likely to fund.

The most common failures are liquor license uncertainty, landlords refusing assignment or rewriting the deal, and financials that don’t reconcile to deposits and merchant statements. Operational surprises also kill deals, especially incident history, insurance claims, and uncontrolled comps and cash handling. Another frequent issue is demand being tied to one promoter or one bartender, with no backup plan. Deals hold together when you document the facts early and run a tight diligence process. Rejigg helps with pre-vetted buyers, NDAs, and a data room so issues surface early without paying broker fees.