The Complete Guide to Selling Your Business in Florida

Before you do anything else, you need a realistic understanding of your business's market value. This is not what you paid for it, what it would cost to rebuild it, or what you need to retire. Market value is what a qualified buyer will pay for your business in an arm's-length transaction — and that number is almost always driven by a multiple of Adjusted EBITDA.

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is the standard measure of a business's cash-generating ability. Buyers apply an industry-specific multiple to your normalized EBITDA to arrive at Enterprise Value. For Florida businesses in the lower middle market, that multiple typically ranges from 3x to 7x — though outliers exist in both directions.

Several factors push your multiple up or down: revenue growth rate, customer concentration, recurring vs. project-based revenue, owner dependency, management team strength, gross margins, and competitive moat. A business with $2M EBITDA growing 20% year-over-year with recurring contracts and a strong management team will command a meaningfully higher multiple than an owner-operated business with flat revenue and one customer accounting for 40% of sales.

Use our free valuation calculator to get a quick EBITDA-based estimate, or request a formal business valuation from CBH to understand your full range before going to market.

Financial preparation is the single most important thing you can do before going to market. Buyers — and their lenders — will scrutinize three to five years of financial history. The cleaner and more organized your records, the faster and smoother your transaction will be.

At minimum, you'll need three years of Profit & Loss statements, balance sheets, and federal tax returns. If your financials are reviewed or audited by a CPA, this significantly increases buyer confidence and can unlock SBA financing, which broadens your buyer pool substantially.

Normalizing EBITDAis the process of adjusting reported earnings to reflect the true earning power of the business. This involves adding back one-time expenses (legal fees, equipment purchases, COVID relief), owner compensation above or below market rate, personal expenses run through the business, and non-recurring items. These are called "add-backs."

Each add-back must be documented and defensible. A buyer's accountant will scrutinize every line. Aggressive or unsupported add-backs erode buyer trust and can kill deals in due diligence. Conservative, well-documented normalization is far more valuable than an inflated number you can't support.

In addition to the income statement, buyers will want to understand working capital requirements, accounts receivable aging, accounts payable terms, any contingent liabilities, and the condition of fixed assets. Surprises in these areas during due diligence frequently lead to price reductions or deal termination.

The advisor you choose will have more impact on your outcome than almost any other decision you make. There are two primary categories of professionals who help sell businesses: business brokers and M&A advisors. Understanding the difference is critical.

Business brokers typically work on smaller transactions (under $2M in sale price), list businesses on marketplaces like BizBuySell, and work on a commission basis. They are appropriate for Main Street businesses — retail shops, small restaurants, service businesses with one or two employees.

M&A advisors work on lower-middle market transactions ($3M–$50M+) and run a proactive, confidential sale process. Rather than listing your business publicly, they identify strategic acquirers, private equity firms, and qualified individual buyers, approach them confidentially, and manage a competitive process designed to maximize both price and terms. This approach typically produces meaningfully higher outcomes than passive marketplace listings.

When evaluating advisors, ask: How many transactions of my size and industry have you closed in the past 24 months? Who specifically will manage my transaction day-to-day? How do you identify and approach buyers? What does your fee structure look like, and how is your success fee calculated? An advisor who is evasive or vague about their process is a red flag.

Also look for advisors with deep Florida market knowledge. Florida's buyer dynamics, demographic tailwinds, and industry concentration (healthcare, hospitality, construction, professional services) differ from national averages — and local expertise translates to better buyer targeting and faster closings.

Once your financials are prepared and your advisor is engaged, the next step is preparing marketing materials and launching the confidential sale process. This phase must be executed with extreme care — premature disclosure to employees, customers, or competitors can destabilize the business and destroy value.

The cornerstone document is the Confidential Information Memorandum (CIM), sometimes called an offering memorandum. This 20–40 page document presents your business to buyers: financial history and projections, products/services overview, competitive positioning, management team, growth opportunities, and the investment thesis. A well-crafted CIM generates interest, builds conviction in buyers, and sets the narrative for the entire sale process.

Before the CIM is shared, every prospective buyer must execute a Non-Disclosure Agreement (NDA). Your advisor will also screen buyers for financial qualification and strategic fit before sharing sensitive information. Not every interested party deserves access to your financials — the screening process protects you from competitors fishing for intelligence.

Buyer outreach typically targets three categories: strategic acquirers (competitors, suppliers, or adjacent businesses who could benefit from owning you), financial buyers (private equity firms and their portfolio companies seeking add-on acquisitions), and qualified individual buyers (executives or entrepreneurs with the capital and experience to run your business). The best processes reach all three categories simultaneously.

When buyers submit offers, they do so in the form of a Letter of Intent (LOI) — a non-binding document that outlines the proposed purchase price, deal structure, key terms, and contingencies. The LOI is the foundation of your deal, and what you agree to here shapes everything that follows.

Price is obviously important, but it's not the only variable. Consider: How much of the purchase price is paid at closing vs. deferred? What are the earnout conditions, if any? Is there seller financing? What are the working capital requirements? What are the representations and warranties expectations? A higher headline number with unfavorable terms can easily be worth less than a slightly lower number with clean, all-cash-at-closing structure.

Earnouts are among the most negotiated elements. They allow buyers to pay a higher total price while tying a portion of that payment to post-closing performance metrics. As a seller, carefully evaluate earnout conditions: are they based on revenue or EBITDA? What level of control do you retain? What happens if the buyer makes operational changes that affect performance? Poorly structured earnouts rarely pay out in full.

Your M&A advisor plays a critical role in this phase — negotiating on your behalf, managing competitive tension between multiple buyers, and ensuring you understand the full implications of every term before you sign.

After the LOI is signed, the buyer begins formal due diligence — a systematic examination of your business across financial, legal, operational, and commercial dimensions. This phase typically takes 60–90 days and is the most intensive period of the entire process.

Buyers will typically verify: three to five years of financial statements and tax returns, customer contracts and revenue concentration, key employee agreements and compensation structures, all material contracts (leases, vendor agreements, licenses), litigation history and pending claims, intellectual property ownership, regulatory compliance, and insurance coverage. Nothing is off-limits.

The most effective way to survive due diligence without price reductions is to have a "sell-side due diligence" mindset from day one: identify and address potential issues before buyers find them. Surprises during due diligence — even manageable ones — create leverage for buyers to renegotiate price or walk away.

Once due diligence is complete and the Definitive Purchase Agreement is negotiated and signed, closing can proceed. Most closings include a transition period during which the seller supports knowledge transfer to the new owner. Transition commitments typically run 3–12 months depending on deal size and complexity.