Selling a Warehousing Business

Most warehousing and 3PL businesses trade on an EBITDA multiple (or SDE for smaller owner-run sites). Buyers usually pay up for long lease runway, clean customer mix, strong accessorial capture, stable labor, and low claims and chargebacks. Value can move down if the building limits growth, racking and equipment are near end-of-life, or invoicing and credits are messy. To sanity-check a range, use Rejigg’s free valuation calculator to see how margin and risk factors affect value.

Often, yes, especially for smaller warehouse operators with steady cash flow, clean books, and a lease a buyer can assume or replace quickly. SBA deals get harder when add-backs are thinly documented, A/R is messy, customer concentration is high, or the lease is short or non-assignable. Lenders also care about working capital because payroll goes out before many customers pay. You can estimate buyer payments with Rejigg’s SBA loan calculator before you launch a process.

Many warehouse deals close in 3–8 months once you are truly “ready to market.” Timelines slip most often on landlord consent, customer approvals, or deeper diligence around claims, inventory accuracy, and billing disputes. Sellers who share a facility one-pager, customer mix and rate logic, and peak-week metrics up front usually move faster because buyers can underwrite sooner. Rejigg helps by centralizing documents and deal tracking. Use this checklist: preparation guide.

No. A broker can help, but many charge 5–10% and still rely on you for facility details, customer nuance, and operations answers. If you can run a disciplined process, you can do it yourself with strong confidentiality controls and a clean data room. Rejigg supports a broker-free sale by vetting buyers, collecting digital NDAs before sharing sensitive info, and giving you secure document sharing, plus messaging and offer comparison. Start here: finding buyers guide.

Buyers usually ask for 3 years of financials (monthly P&Ls and balance sheets), A/R aging, a customer list with services and revenue, rate sheets and SOWs, sample invoices, and the lease with all amendments. Expect an equipment list (owned vs leased), insurance and claims history, and operational KPIs like inventory accuracy, cycle counts, and peak throughput. Warehousing buyers also want facility specs, such as clear height, dock doors, and yard capacity, plus any audits or certifications. Use this checklist: due diligence checklist.

Working capital matters because warehousing is payroll-heavy and collections-driven. Buyers look at A/R aging, billing cycles, and whether credits, disputes, and chargebacks routinely delay cash. Many deals set a normalized working capital target so the buyer does not inherit an A/R shortfall at closing. The exact target depends on your customer terms and seasonality, so it is worth modeling a few months of history. Rejigg’s tools let you compare working capital terms across offers. Learn more: deal negotiation guide.

It’s common to see structure in warehousing deals because lease transfer, customer retention, and post-close claims can swing results. Seller notes are frequent, and some buyers add an earnout tied to keeping specific accounts or hitting service and revenue targets. Holdbacks for claims, chargebacks, or inventory disputes also show up, especially when documentation is thin. When you can prove billing discipline, stable service through peak, and clean claims history, buyers usually ask for less structure. Rejigg’s deal dashboard helps you compare price versus terms in one place.

A non-assignable lease can still be workable, but it puts the landlord in control of your timeline. The buyer may need a brand-new lease, and that can introduce rent changes, buildout requirements, or delays that make customers nervous. Buyers often respond with a lower price, more contingencies, or a longer closing schedule while they secure site control. Pull the lease clause early and map the landlord process before you go to market. Rejigg lets you share lease documents securely after an NDA through Rejigg.

Most deals are priced mainly on cash flow, with equipment and racking treated as part of the operating package unless the parties carve something out. Buyers still care about condition because old forklifts, failing dock gear, or damaged racking often means near-term capex and downtime. Provide an equipment list with age, condition, and maintenance records, plus any leases and transfer terms. Racking value varies a lot based on layout, capacity, and whether it fits the buyer’s customer profiles. Keep it organized in a data room using Rejigg.

Many warehousing relationships run on SOWs, rate sheets, and SOPs, with termination notice periods that can be short. Buyers focus on how quickly a customer can leave, how often rates reset, and whether there are minimums like pallet position commitments, labor minimums, or monthly storage minimums. If contracts are light, you can still reduce perceived churn risk by showing operational embeddedness, including EDI connections, customer-specific packaging rules, and strong peak performance. Rejigg’s data room helps you organize SOWs, rate sheets, and SOPs cleanly.

Most of the time, yes. Buyers want a reasonable non-compete and non-solicit because the value is tied to customer trust and local relationships, and a competing warehouse across town can pull accounts fast. The scope usually matches your geography and service type, and the length varies by deal size and your transition role. If you stay on temporarily, the agreement often spells out what you can do during that period. Rejigg keeps drafts and terms organized. See deal negotiation guide.

Many smaller warehousing deals are asset sales because buyers want to avoid unknown liabilities and pick up only what they need to operate. Your tax outcome depends on how the purchase price is allocated across equipment, leasehold items, and goodwill, and whether depreciation recapture applies. Stock sales can happen, but they are less common in small private transactions and may require cleaner legal and tax history. Have your CPA model both early because the same headline price can net very different proceeds. Start with preparation guide.

Lenders want steady, provable cash flow, clean financial statements, and customer concentration they can live with. In warehousing, they also look closely at lease runway and transferability since a forced move can wipe out value. Most lenders will ask how you capture accessorials, how stable labor is, and whether claims, chargebacks, or disputes are controlled and accrued correctly. If you can show clean monthly financials, A/R aging, and a clear lease summary, financing usually gets easier. Rejigg’s QuickBooks integration and data room reduce the manual work.

QoE teams test whether earnings reflect the real work performed on the floor. In warehousing, they dig into accessorial capture, credits and claims accruals, labor normalization (including temps), and customer-level margins where touches can outpace revenue. Preparation usually means reconciling invoices to deposits, documenting add-backs with proof, and explaining volatility like peak season, a large claim, or a big onboarding. If you can show two or three accounts end-to-end from WMS activity to invoice, diligence gets smoother. Organize it under due diligence.

Many transitions run 4–12 weeks, but it depends on customer complexity and how involved the owner is in exceptions. Buyers usually want joint calls with top accounts, introductions to the floor leadership, and a clean handoff of billing quirks, slotting rules, and peak playbooks. If the owner controls pricing exceptions, disputes, or landlord relationships, buyers may ask for a longer part-time advisory period. Set clear boundaries so the handoff does not drift. Rejigg includes a transition checklist here: transition planning guide.

Confidentiality matters in warehousing because customers can move inventory quickly, and employees can leave if they hear rumors. Most sellers use blind outreach, staged disclosures, and NDAs before sharing customer names, lease terms, or detailed facility constraints. It also helps to limit who on your team knows until you have a credible buyer in diligence. Rejigg supports this workflow by vetting buyers, collecting digital NDAs, and letting you control document access by buyer and stage. Start here: Rejigg.

Package it clearly and show your process. Buyers want to know which customers dispute, what they dispute, how often it happens, and whether you resolve it fast. A simple log with date, amount, reason (counts, damage, missed accessorials), status, and root cause goes a long way. Separate true operational misses from customers who routinely short-pay. If the issue ties to receiving discipline or inventory accuracy, document what changed on the floor and whether the trend improved. Rejigg’s data room lets you share this under an NDA and keep questions organized.

It depends on how clean your story is right now. Stable margins, a lease with runway, predictable billing, and a peak season that does not create churn or major claims usually translate into better terms. A lease renewal window, rent reset risk, or a major customer profile change can push you to sell sooner, or it can be worth fixing pricing and operations first. You can get a quick value range with the free valuation calculator, then run a controlled process on Rejigg.