Buying or Selling a Logistics Business: The Complete Guide

Buying or selling a logistics business comes down to freight and inventory a customer still trusts you to move, a dock or a desk a successor can run, and a lead who can cover tomorrow when you are not on the phone. What trades is transferable cash flow after a real operations wage, invoices that match the bank, and contracts a new name can keep. A pure brokerage that never touches the freight, a carrier that owns the tractors, and a third-party logistics company that stores, cross-docks, and arranges the move are different companies. Price a margin desk as if the pallets were yours, or price customer inventory as if it were an asset, and you will use the wrong multiple.

The short answer: an owner-operated logistics company, where you are still the person the shipper calls, often trades around 2x–3.5x Seller's Discretionary Earnings (SDE) after a real operations wage. A company with a lead already running the dock or the board, written shipper agreements, and equipment titled to the company can move toward 2.5x–4.5x SDE. A managed operation a sponsor can add can be read on adjusted EBITDA. Customer inventory is not yours. Trucks and the building, if you own them, are usually separate from the multiple. Those ranges are directional. They are not a quote.

This guide is for logistics companies in distribution — third-party logistics, freight management tied to a dock, and firms that both handle goods and arrange the carrier. A desk that only earns a spread, and never touches the freight, is the freight brokerage guide. A company that owns the tractors is the trucking guide. A building that stores goods for its own resale is a wholesale distributor. This file sits on our warehouse sale page when the question is the building, and on our trucking sale page when the question is a truck you own. Do not blend the three earnings into one multiple.

Companies that sell well have activity that matches deposits, a second lead, contracts that assign, and a clear line between customer goods and company assets. Companies that sell poorly are a founder who still covers every exception, one shipper at half the year, and a warehouse full of product that is not yours.

This article is not legal, tax, or transportation-regulatory advice. Authority, insurance, and what a contract allows on assignment change by the freight you handle. Confirm them with qualified counsel before you sign a letter of intent.

Start with the warehouse sale page or a confidential business valuation.

Why a Logistics Company Is Different

A logistics company sells custody and a move. Several facts change the price:

• The goods may not be yours. Product in the building often belongs to the customer. It is a bailment, not inventory you can sell at closing. A buyer who pays you for that pile is paying twice.
• You may be the exception desk. If every missed appointment waits for you, that is key-person risk. A transferable company has a lead who has already covered a day you missed.
• The contract may not move. Many shipper and warehouse agreements need consent. A login to a transportation system is not a customer.
• Storage, handling, and a brokerage spread do not share a margin. Split them. If you also broker freight you do not touch, read that piece against the brokerage guide and do not capitalize it like a dock.
• A peak season is not the year. A holiday you annualized will be pulled out.

Who Pays: Shippers, Brands, and the Dock

Contracted shippers

Contracted shippers are the file a buyer can underwrite. A brand, a distributor, or a manufacturer that pays you to receive, store, and ship. Cash that never hits the operating account will not survive diligence. A Florida dock and a Texas or Ohio operation can both be real revenue. Put the agreement and the invoice in the file.

Managed transportation

Managed transportation is the file when you choose the carrier and earn a fee or a spread on top of handling. One carrier relationship that is only your phone is not a lane. One shipper at a third of revenue is concentration. Ask whether they will take a new name. The answer belongs in the letter of intent.

Main Street versus a lower-middle-market operation

Main Street is a small cross-dock, you on the phone, and a leased bay. Price it on SDE. Lower middle market is an operations lead who is not you, a system someone else can run, and more than one shipper. That file can be read on adjusted EBITDA. Do not price a one-person desk like a multi-dock 3PL.

What Buyers Underwrite

Invoices and the mix

Invoices and the mix are the proof. Buyers want twelve to twenty-four months of revenue by type — storage, handling, accessorials, and any brokerage spread — tied to deposits. A December you annualized is not the run rate. Claims, chargebacks, and unpaid accessorials come out before anyone talks about a multiple.

Contracts and who can cancel

Contracts and who can cancel are the book. Term, notice, minimums, and whether assignment needs consent. A thirty-day termination is not a five-year book. Get that language on one page. Customer inventory, and who bears loss, belongs on the same page.

The dock, the equipment, and the lease

The dock, the equipment, and the lease are the right to keep moving freight. Forklifts, a racking layout, and a landlord who will allow logistics use. If you own the building, say so. Buyers price the operating company and the real estate separately. SBA 504 can finance a building and long-lived equipment. It does not finance the goodwill of a shipper who can leave. A few box trucks, if you own them, are collateral, not earnings. A fleet of tractors is a trucking company, and it should be split.

Claims, accessorials, and systems

Claims, accessorials, and systems are the surprise. An open cargo claim, a billing dispute, and a warehouse system only you can operate. A buyer who cannot see on-hand units by customer will reserve more than the dollars. The count of customer goods should match the system on the day you walk the floor.

How Sellers and Buyers Should Read the Multiple

Use SDE when the owner is still dispatching or still covering exceptions. Add back only costs a buyer will not keep, and only after a market wage. The valuation guide is the method. Customer inventory is not inside the multiple. A brokerage spread should not be buried inside warehouse earnings.

Getting the File Ready

Twelve to thirty-six months is the useful window. The sale-prep roadmap is the sequence. For a logistics company, the work is specific: a lead who is not you, contracts with assignment language you have read, revenue split by storage and transportation, and a system export a buyer can tie to the floor. Keep the process quiet. A shipper that hears about a sale from a post may rebid the book. The confidential sale guide is the rule.

Who Buys a Logistics Company

An operator who wants the dock, a shipper who wants the capacity, and a larger 3PL filling a city are the usual buyers. They do not underwrite the same file. The individual needs SBA, a lead, and sometimes seller financing. The 7(a) cap is $5 million. The strategic buyer will ask which contracts consent. A service-business sale fails when the only person who can cover a missed load is you.

Diligence, Financing, and the First Ninety Days

Diligence is invoices, tax returns, contracts, the lease, insurance, and a floor count of customer goods. The diligence guide is the calendar. Expect a lender to recast related-party rent, a wage you never paid, and a peak season. Working with an SBA lender means the activity report matches the bank.

A holdback shows up when one shipper is the year or consent is still pending. Tie it to a date. The earn-out note is the structure. A dock that cannot open a Monday without you is a job with a radio.

What Moves the First Offer

An open claim, a contract that can end on thirty days, and a building full of goods you do not own belong in the letter so the price is for a service a buyer can still perform. Name the operations lead, the wage, and the days they already cover. A buyer who has not met that person will price a hire. Put the largest shipper next to that name. Two years by month keep December from becoming the run rate. Split storage, handling, and any brokerage margin on one page. Include what a missed day costs in labor and in a credit you will owe the customer. The close should not assume a Friday wire if the lease or the shipper consent is still only you. Write the lead's name and the next dock morning on the closing checklist before you ask for a price.

A site in Florida and a site in Texas or Illinois can both be real volume. The file is the contract and the count, not the state on the door. Walk the floor the day the system is printed. Units that belong to a customer who has already ended the agreement should be flagged. Ask for the week-by-week activity before you negotiate.

A buyer who has stood on the dock once will still ask who covers a missed appointment, which shipper can leave, and which pallets are not yours. Answer with a name, the termination clause, and a count by customer. Storage, handling, and a brokerage spread should be three lines for two years, not one blended margin. A system only you can run is a hire. An open cargo claim and a billing dispute come off the earnings story before they come off the price. If the landlord must consent to logistics use by a new tenant, put that beside the asking price. The first offer moves when the floor count matches the system and the operations lead is the person walking the buyer through tomorrow's appointments. Include the accessorials you bill and the credits you owe, and name who releases a load when the lead is off the dock. A forklift on a note should be on the equipment page before the price is treated as final. Ask for that page before you negotiate a number today.

Talk With Bridge Point

If you are preparing to sell a logistics business — or you are a buyer who can staff the dock and hold the contracts — Bridge Point Business Brokers can help you value the service and the building separately, and keep the process confidential. Start with a valuation or contact us at (352) 515-0226.