Buying or Selling a Freight Brokerage: The Complete Guide

Buying or selling a freight brokerage comes down to shipper freight a buyer can still move, carrier relationships that are not only your phone, and a broker who can cover the board when you are not at the desk. What trades is transferable margin after a real broker wage, loads that match the bank, and authority and a bond in the company name. A one-person desk, a team that covers a lane, and a carrier that also owns trucks are different companies. Price a brokerage as if the trucks were yours, or price a trucking company as if it were only a margin, and you will use the wrong multiple.

The short answer: an owner-operated desk, where you are still the person the shipper calls, often trades around 2x–3.5x Seller's Discretionary Earnings (SDE) after a real broker wage. A brokerage with a second broker already on the board, written shipper agreements, and authority in the company name can move toward 2.5x–4.5x SDE. A managed desk with a team and a book that is not one shipper can be read on adjusted EBITDA. There is usually no fleet inside this multiple. Those ranges are directional. They are not a quote.

This guide is for freight brokerages — companies that arrange transportation and earn the spread, and do not need to own the truck. It sits next to the trucking guide and on our trucking sale page when the question is who moves the freight. A company that owns the trucks is a carrier. A local route that delivers packages is a courier. Do not blend a margin desk with a fleet. A warehouse that stores the freight is on our warehouse sale page. There is no separate brokerage sale page. Start from a confidential business valuation.

Brokerages that sell well have load history that matches deposits, a second broker, authority and insurance in the company name, and shippers that are not only you. Brokerages that sell poorly are a personality with a cell phone, one shipper at half the week, and margin that disappears when you look at claims.

This article is not legal, tax, or transportation-regulatory advice. Authority, bond, and what a brokerage must keep on a carrier change under federal rules and by the freight you move. Confirm them with qualified counsel before you sign a letter of intent.

Why a Brokerage Is Different

A brokerage sells a spread between what the shipper pays and what the carrier is paid. Several facts change the price:

• You do not own the capacity. A carrier can refuse the load tomorrow. The asset is the shipper relationship and the ability to cover it, not a tractor.
• You may be the desk. If every load waits for you, that is key-person risk. A transferable desk has a broker who has already covered a day you were gone.
• Authority and the bond are the license to operate. They have to be in the company, current, and explainable to a buyer. A personal authority does not convey because you know the login.
• Claims eat margin. A cargo claim you have not reserved is not a one-time add-back. Buyers will read the loss run.
• A spot load and a contracted lane do not share a week. Split them.

Who Pays: Shippers, and Who You Pay

Direct shippers

Direct shippers are the core file. A manufacturer, a distributor, or a produce house with a lane. The proof is invoices, carrier payments, and the margin that is left. A Florida lane and an Illinois or Texas lane can both be real revenue. Put the load history in the file, not a story about how well you know the dock.

Contracted freight and spot

Contracted freight and spot are different products. A rate agreement with a volume band is something a buyer can underwrite. A spot book that exists because you answer the phone at night is a job. One shipper at a third of margin is concentration even when the relationship feels old. Ask, before you list, whether they will take a new name. The answer belongs in the letter of intent.

Main Street versus a lower-middle-market desk

Main Street is you, a bond, and a handful of carriers. Price it on SDE. Lower middle market is a team, a second shift, and more than one shipper a lender can see on paper. That file can be read on adjusted EBITDA. Do not price a one-person desk like a multi-office brokerage. If you also own trucks, split the carrier earnings from the brokerage margin before anyone applies a multiple. The trucking guide is the frame for the trucks.

What Buyers Underwrite

Loads and the margin

Loads and the margin are the proof. Buyers want twelve to twenty-four months of revenue, carrier cost, and gross margin by shipper and by lane, tied to the bank. A produce season or a one-time project belongs in the month it happened. It is not the run rate. Quick-pay fees and claims come out before the multiple.

Shipper agreements

Shipper agreements are the book. Who signed, the lanes, the notice, and whether the contact is personal. A shipper that can move the freight on fifteen days is not a five-year annuity. Get that language on one page.

Authority, bond, and insurance

Authority, bond, and insurance are the right to keep brokering. Who holds the authority, the bond amount, the cargo and contingent cargo policies, and whether a personal guarantee sits on the bond. A buyer will ask for the filings. This guide does not tell you which filing applies. Counsel does. A lapse is a closed sign.

Carriers and claims

Carriers and claims are how the margin survives. A carrier packet, the way you check insurance, and open claims. A desk that "knows its carriers" and cannot show the file will be priced as if the next claim is coming. Aging on shippers who pay slow, and carriers you still owe, is working capital. It is not profit.

How Sellers and Buyers Should Read the Multiple

Use SDE when the owner is still covering loads. Add back only costs a buyer will not keep, and only after a market wage for the brokers. The valuation guide is the method. There is no fleet to appraise unless you also operate trucks. Do not hide truck payments inside brokerage earnings.

SBA 7(a) sometimes can when a second broker can cover the board and the bond is in the company. The cap is $5 million. SBA 504 does not finance the goodwill of a shipper list. Many brokerage sales use a seller note because the asset is the book, not iron.

Getting the File Ready

Twelve to thirty-six months is the useful window. The sale-prep roadmap is the sequence. For a brokerage, the work is specific: a second broker, margin by shipper, authority in the company, and claims listed. Keep the process quiet. A shipper who hears you are selling will bid the lanes. The confidential sale guide is the rule.

Who Buys a Brokerage

A broker who wants a book, a carrier that wants the freight direct, and a larger desk filling a lane are the usual buyers. They do not underwrite the same file. The individual needs the bond path and often seller financing. The strategic buyer will ask which shippers survive a change of control. A service-business sale fails when the only person who can cover Friday's loads is leaving.

Diligence, Financing, and the First Ninety Days

Diligence is the load export, tax returns, carrier payments, the authority file, insurance, and open claims. The diligence guide is the calendar. Expect a buyer to recast personal expenses, related-party trucking, and a peak season. Working with an SBA lender means the margin report matches the bank.

A holdback shows up when one shipper is a third of margin or the authority has not moved. Tie it to a date. The earn-out note is the structure. Transition is the board someone else covers. A desk that cannot move a load without you is a job with a phone.

What Moves the First Offer

Open cargo claims, a shipper who pays in forty-five days, and a carrier you still owe belong in the letter so the price is for margin a buyer can keep. A lane you annualized from one project will be pulled out. Put two years by month in the packet. Name the second broker, the wage, and the shippers they already cover. A buyer who has not met that person will price a hire. Put the largest shipper next to that name. Quick-pay discounts you have been calling revenue should be shown net. The close should not assume a Friday wire if the authority or the bond is still in your name. The next week's board belongs on the closing checklist, with who covers it. A buyer who has not met that broker will price a hire. Write the wage, the shippers, and the lanes they already cover. Put the largest shipper next to that name, with days to pay and any claim still open. A peak season you annualized will be pulled out. Put two years by month next to the margin report so spot freight is not the run rate. Note who sits the desk on a Friday and which authority filing is in the company name. A desk that still needs you to cover every load is a job with a phone, and the letter should say how many weeks you will stay and what that time costs. The close should not assume a Friday wire if the bond is still guaranteed only by you. Note which broker already has the shipper's cell phone and what that desk costs for the first month. A claim with no reserve, a carrier you still owe, and a shipper who pays in forty-five days belong on the margin page. If one lane is a project that ended, pull it out of the run rate before the buyer does. Authority in your personal name is a closing condition, not a detail. The load export should tie to deposits for two years, by month, so a produce season is not the business. Add the broker wage, the open claims, and the shipper who already knows the second person. A buyer who sees those three lines will underwrite the board you are leaving. Put that page in the front of the file. Include the next load you have already promised the shipper, and the broker who will cover it. Write it down before you sign.

Talk With Bridge Point

If you are preparing to sell a freight brokerage — or you are a buyer who can cover the board and hold the shippers — Bridge Point Business Brokers can help you value the margin and keep the process confidential. Start with a valuation or contact us at (352) 515-0226.