Buying a Logistics & Freight Brokerage Business

Loan options

• SBA 7(a) Standard Loan

  Primary acquisition financing for freight brokerages with $500K–$2M+ in EBITDA; covers purchase price including goodwill, shipper contracts, TMS software, and working capital for carrier payment float

• SBA 7(a) Small Loan

  Smaller freight brokerage acquisitions in the $1M–$2M purchase price range where a full standard loan is not required; useful for owner-operators buying a first book of business

• SBA Express Loan$500,000 · 7–10 year term; lender uses its own underwriting standards with SBA guaranty of 50%; approval within 36 hours though funding still takes 30–60 days

  Working capital needs post-acquisition such as funding carrier payment cycles, onboarding technology upgrades, or bridging cash flow during shipper transition periods following a freight brokerage purchase

Eligibility

• The freight brokerage must be a for-profit US-based business operating as a licensed freight broker with active FMCSA broker authority and a current $75,000 surety bond or trust fund in place at the time of acquisition
• The business must demonstrate at least 3 years of operating history with documented net revenue (gross margin after carrier costs) of $1M or more and stable or growing EBITDA of $500K or more to support debt service coverage
• The buyer must inject a minimum of 10% of the total project cost from eligible sources, which may include personal savings, retirement funds via a ROBS structure, or a fully subordinated seller note meeting SBA standby requirements
• The buyer must demonstrate relevant industry experience in freight brokerage, third-party logistics, transportation sales, or supply chain management, as SBA lenders treat owner transition risk as a primary underwriting concern in relationship-driven logistics businesses

Step by step

1. Define Your Acquisition Criteria and Verify SBA EligibilityWeeks 1–4

   Before approaching lenders, establish your target profile: freight brokerages with $500K+ EBITDA, diversified shipper base with no single account exceeding 25% of net revenue, active FMCSA broker authority, and a management team or key account managers willing to stay post-close.

2. Engage an SBA Lender with Logistics Industry ExperienceWeeks 3–6

   Not all SBA lenders understand freight brokerage financials. Identify lenders — typically Preferred Lending Partners (PLPs) or non-bank SBA lenders — who have closed logistics or service business acquisitions and can underwrite net revenue margins correctly.

3. Conduct Financial Due Diligence on Net Revenue and EBITDAWeeks 5–10

   Freight brokerage financials require careful reconciliation. Gross revenue includes carrier costs that are pass-through expenses; net revenue (gross margin) is the true top-line for valuation and debt service analysis.

4. Structure the Deal with SBA Financing, Equity, and Seller NoteWeeks 8–14

   Work with your M&A advisor or business broker to structure the acquisition with an SBA 7(a) loan covering 70–80% of the purchase price, your equity injection of 10–20%, and a seller note of 5–15% on standby.

5. Submit SBA Loan Package and Complete Lender UnderwritingWeeks 10–18

   Provide the lender with the purchase agreement, 3 years of business tax returns, recast financials showing adjusted EBITDA, a customer concentration report for the top 20 shippers, carrier network documentation, and evidence of active FMCSA broker authority and surety bond.

Other financing

• SBA 7(a) Loan

  The most common financing tool for freight brokerage acquisitions. SBA 7(a) loans cover up to 90% of the purchase price, making them ideal for buyers acquiring an established book of business with documented net revenue and at least $500K in EBITDA.

  • + Goodwill and intangibles including shipper relationships and carrier network are financeable under SBA guidelines
  • − Lenders scrutinize customer concentration heavily — a single shipper over 25% of net revenue may trigger loan conditions or denial
  • − Owner must personally guarantee the loan, and sellers typically must exit fully, limiting partial rollover structures
• Seller Financing (Seller Note)

  Seller notes are commonly used in freight brokerage deals to bridge valuation gaps or reduce the SBA loan amount. The seller carries a portion of the purchase price, typically subordinated to the senior SBA lender, paid over 2–5 years.

  • + Signals seller confidence in business continuity and shipper retention post-close, reassuring lenders and buyers alike
  • + Reduces required SBA loan amount, improving debt service coverage ratio and overall deal bankability
  • − SBA standby requirements typically restrict seller note repayment during the first 24 months of the loan term
  • − Sellers carrying notes remain financially exposed to buyer performance and shipper attrition post-close

Lender tips

• Target SBA Preferred Lending Partners or non-bank SBA lenders with documented logistics or service business transaction experience — ask directly how many freight brokerage or 3PL acquisitions they have closed in the past 24 months before submitting your package
• Present a clean net revenue recast alongside the standard financials in your borrower package — lenders unfamiliar with freight brokerage accounting will default to gross revenue analysis, so proactively providing a gross-to-net reconciliation demonstrates financial sophistication and accelerates underwriting
• Highlight your logistics industry experience explicitly in your borrower narrative — SBA lenders treat owner transition risk as a primary concern in relationship-driven businesses, and documented freight sales, carrier management, or 3PL operations experience directly reduces perceived risk of shipper account attrition post-close
• Request that the lender include a working capital component within the SBA 7(a) loan structure at origination rather than seeking a separate line of credit post-close, as carrier payment timing creates predictable cash flow timing gaps that are easier and cheaper to address with SBA proceeds than with a revolving credit line

• SBA 7(a) Loan with Seller Note

  The most common structure for independent buyer acquisitions of freight brokerages under $5M in enterprise value.

  • + Enables buyers without deep capital reserves to acquire established shipper books of business using leverage
  • + 10-year loan amortization keeps debt service manageable even during soft freight market cycles
  • − SBA underwriting scrutiny on freight brokerages is high due to customer concentration and net versus gross revenue confusion — clean financials are non-negotiable
  • − Personal guarantee requirements and collateral demands can be significant for buyers without substantial outside assets
• Full Cash Acquisition with Performance Earnout

  A strategic buyer — typically a regional 3PL, national freight broker, or PE-backed logistics roll-up — pays a significant cash component at close with the remaining portion tied to post-close performance metrics.

  • + Provides the seller with meaningful liquidity at close while creating alignment around retaining the shipper relationships that drove the valuation
  • + Earnout tied to net revenue or shipper retention directly hedges buyer risk from customer concentration or owner dependency
  • − Earnout disputes are common if shipper attrition is caused by integration decisions within the buyer's control rather than seller performance
  • − Sellers must negotiate clear earnout definitions — particularly whether freight rate compression or market downturns can reduce earnout payouts unfairly
• Partial Equity Rollover with Earnout

  The seller retains a minority equity stake — typically 10–30% — in the combined or acquiring entity post-close, with the majority purchased outright by a PE-backed platform or strategic acquirer.

  • + Aligns the seller's long-term financial interests with the success of the combined business, reducing key-person departure risk
  • + Rollover equity gives sellers participation in a potential future exit at a higher multiple, particularly attractive in active PE roll-up strategies
  • − Sellers sacrifice immediate full liquidity and take on risk that the combined entity underperforms or the PE platform delays a future exit
  • − Minority equity positions in private companies offer limited control and liquidity rights that must be clearly negotiated in the purchase agreement

Negotiation tips

• Separate gross revenue from net revenue before any valuation discussion begins — freight brokerages are valued on net revenue (gross margin), and allowing a buyer or seller to anchor on gross revenue will distort every multiple-based negotiation that follows
• Tie earnout metrics to specific named shipper accounts and define retention in terms of net revenue dollars, not load volume — freight rate fluctuations can reduce load revenue even when the shipper relationship is healthy and fully intact
• Negotiate seller consulting or employment agreements alongside the purchase agreement, not after — the seller's willingness to stay engaged for 12–24 months to transition carrier and shipper relationships is a key value driver that buyers will pay for and sellers should monetize
• Require the seller to provide a carrier compliance database with current insurance certificates, authority verification, and lane coverage data as a diligence deliverable, not a post-close promise — gaps in carrier documentation create liability and integration delays that erode deal value

Financial Verification & Net Revenue Integrity

• Analyze net margin trends by quarter to identify freight cycle sensitivity and spot market dependency.important

  Spot market-heavy brokers show severe margin compression during soft freight cycles like 2023.

• Review accounts receivable aging and Days Sales Outstanding relative to accounts payable to carriers.important

  Freight brokers can face cash flow gaps if shipper payment terms exceed carrier payment obligations.

Shipper Book of Business & Customer Concentration

• Request a full customer revenue report ranking all shippers by net revenue contribution for 3 years.critical

  Identifies concentration risk and whether the top accounts are growing, stable, or declining.

• Review all shipper contracts, preferred vendor agreements, and service-level commitments for transferability.critical

  Verbal or owner-relationship-based accounts may not survive a change of ownership.

• Interview or survey key shipper contacts to gauge satisfaction and willingness to continue post-acquisition.important

  Shipper retention is the single largest driver of earnout achievement and post-close value.

• Assess industry vertical concentration among shippers including retail, manufacturing, or automotive exposure.standard

  Overexposure to a single industry amplifies revenue risk during sector-specific downturns.

Carrier Network & Regulatory Compliance

• Verify the broker's FMCSA operating authority, surety bond ($75,000 minimum), and trust fund status are current.critical

  Lapsed authority or bond violations can result in immediate operational shutdown post-close.

• Review the carrier database for size, lane coverage diversity, and active insurance certificate currency.important

  A shallow or noncompliant carrier network creates service failures and legal liability for cargo claims.

• Audit freight claim history including open claims, settlement amounts, and carrier liability disputes.important

  Unresolved or recurring freight claims signal carrier vetting failures and potential hidden liabilities.

• Confirm carrier onboarding process includes SAFER verification, insurance monitoring, and blacklist screening.standard

  Cargo theft and double-brokering fraud risk is elevated without systematic carrier vetting protocols.

Key Employee Retention & Owner Dependency

• Map all shipper and carrier relationships to specific employees to identify single points of failure.critical

  Accounts managed exclusively by one departing employee represent immediate revenue loss risk.

• Review non-compete and non-solicitation agreements for all sales agents, account managers, and brokers.critical

  Departing sales staff taking shipper accounts is the most common post-close value destruction event.

• Assess seller's planned post-close role, transition timeline, and willingness to sign a consulting agreement.important

  An abrupt owner exit without transition support accelerates shipper and carrier relationship erosion.

• Interview operations staff, account managers, and dispatchers on tenure, compensation, and retention intent.important

  Operational continuity depends on retaining experienced staff who know the carrier network and lanes.

Logistics & Freight Brokerage-specific checks

• Validate load board membership and integration costs, including DAT and Truckstop.com subscriptions, as recurring operating expenses in EBITDA normalization.
• Confirm lane diversity across geographic regions and freight modes, including truckload, LTL, and intermodal, to assess revenue stability and competitive positioning.
• Review all shipper service agreements and preferred vendor contracts to determine assignability and change-of-control provisions that could trigger renegotiation post-close.
• Assess carrier capacity access during tight freight markets by reviewing historical load coverage rates and whether the brokerage holds dedicated capacity agreements with core carriers.
• Verify that the broker's internal carrier onboarding workflow meets FMCSA vetting standards, including identity verification, insurance monitoring, and safety score thresholds.

Red flags

• A single shipper accounts for more than 30% of net revenue with no written contract and a direct relationship with the selling owner.
• Gross revenue is presented as the primary valuation metric without clean separation of carrier costs and net margin documentation.
• The freight broker's FMCSA operating authority or $75,000 surety bond has lapsed or been reinstated within the past 24 months.
• Key sales agents or account managers have no signed non-solicitation agreements and manage the majority of the shipper book.
• Net revenue margins have declined consecutively for two or more years with no operational explanation beyond freight market conditions.

What the LOI covers

• 1. Parties and Transaction Structure

  Identifies the acquiring entity and the selling entity with precision, and establishes whether the deal is structured as an asset purchase or stock purchase.

• 2. Purchase Price and Valuation Basis

  States the proposed purchase price and — critically in freight brokerage — defines exactly what financial metric the valuation multiple is applied to.

• 3. Earnout Structure and Shipper Retention Milestones

  Defines any contingent consideration tied to post-close performance, which is standard in freight brokerage deals where a significant portion of business value depends on shipper account retention and net revenue continuity after the owner transitions out.

• 4. Due Diligence Scope and Access

  Establishes the due diligence period, the specific categories of information the Buyer requires, and the Seller's obligations to provide access to financial records, customer data, carrier compliance files, and technology systems.

• 6. Key Employee and Owner Transition Covenants

  Addresses the terms of the owner's post-close involvement, the retention of key account managers or sales staff, and the non-compete and non-solicitation obligations that protect the acquired shipper relationships and carrier network.

• 7. Working Capital Peg and Accounts Receivable Treatment

  Establishes the working capital target at closing and clarifies the treatment of accounts receivable, carrier payables, and any outstanding freight claims, which in brokerage deals can represent significant current liabilities.

Terms to negotiate

• Net Revenue Definition and Gross-to-Net Reconciliation

  The single most important economic term in any freight brokerage LOI. Net revenue equals gross brokerage revenue minus carrier and purchased transportation costs.

• Shipper Concentration Threshold and Account-Level Earnout Triggers

  If any single shipper accounts for more than 20–25% of net revenue, negotiate a price adjustment mechanism or earnout escrow tied specifically to that account's retention.

• Owner Transition Length and Consulting Structure

  In owner-operated freight brokerages, the owner's active involvement post-close is not optional — it is the mechanism by which shipper and carrier relationships transfer to the new operator.

• Carrier Compliance Representations and Claims Reserve

  The Seller must represent that all carriers in the active network hold current operating authority, cargo insurance, and liability insurance meeting FMCSA minimums.

Target profile

• Diversified shipper base with no single customer exceeding 20–25% of net revenue, ideally with at least 10 active shipping accounts across multiple industries or freight modes
• Established carrier network with documented compliance records, insurance certificates, and consistent capacity access across core lanes — not entirely dependent on spot load boards
• At least one experienced sales agent or operations manager beyond the owner who can maintain shipper relationships through an ownership transition
• Minimum 3 years of verifiable operating history with separable gross and net revenue records, clean broker authority, and a current surety bond in good standing

Platform and add-on criteria

• Diversified Shipper BasePlatform

  No single shipper should exceed 20% of net revenue. Diverse customer tenure and contract status reduce revenue fragility and support predictable cash flow during freight market cycles.

• Modern TMS InfrastructurePlatform

  Platform must operate on a scalable TMS — such as McLeod, MoLo, or similar — with clean data history, load board integrations, and capacity to onboard acquired brokerages without full re-implementation.

• Experienced Middle Management TeamPlatform

  At least two senior operations or account management leaders must be capable of running day-to-day freight operations independently, reducing owner dependency and enabling post-acquisition integration.

• Net Revenue of $500K–$2MAdd-on

  Ideal add-ons are small owner-operated brokerages with proven shipper relationships and carrier networks that can be integrated onto the platform's TMS and back-office within 90 days.

Acquisition sequence

1. Establish the Platform Company and Define Your Lane StrategyLane strategy definition, TMS platform selection, and carrier compliance infrastructure buildout

   Before pursuing acquisitions, define the geographic footprint, freight modes, and shipper verticals your platform will own. A roll-up without a coherent lane strategy results in a collection of unrelated books of business rather than a defensible platform.

2. Source and Screen Acquisition Targets Using Net Revenue as the Primary FilterNet revenue screening, customer concentration filtering, and geographic or modal fit assessment

   Begin proprietary deal sourcing through freight broker networks, FMCSA authority databases, industry associations such as TIA, and sell-side M&A advisors with logistics specialization.

3. Conduct Diligence with Emphasis on Carrier Network and Shipper Retention RiskQuality of earnings on net revenue basis, carrier compliance validation, and shipper retention probability assessment

   Freight brokerage due diligence requires a fundamentally different lens than most service business acquisitions. The two most critical risk factors are carrier network depth and shipper retention post-close.

4. Structure Deals to Align Seller Incentives with Shipper and Staff RetentionEarnout structure tied to net revenue retention, seller note sizing, and non-solicitation agreement enforcement

   The most effective deal structures in freight brokerage roll-ups tie a meaningful portion of seller consideration to post-close performance tied directly to the risks identified in diligence.

Value creation levers

• TMS Consolidation and Operational Scalability

  Migrating acquired brokers onto a single modern TMS platform — such as McLeod, Turvo, or a comparable system — eliminates redundant software costs, creates unified load visibility across the portfolio, and enables data-driven carrier selection that improves net margins.

• Carrier Network Depth and Preferred Capacity Access

  The combined carrier networks of multiple acquired brokers, when centralized and cross-leveraged, provide preferred capacity access during tight freight markets that independent operators cannot match.

• Back-Office Overhead Reduction Through Shared Services

  Freight brokerage operations — carrier invoicing, payment processing, claims management, compliance monitoring, and accounting — are highly repetitive functions that can be centralized across multiple acquired entities.

• Shipper Account Expansion Through Cross-Selling

  Each acquired shipper base represents a cross-selling opportunity for the broader platform's freight modes, lanes, and value-added services such as freight audit, managed transportation, or dedicated capacity programs.

Day one

• Personally call the top 10 shippers by net revenue to introduce ownership, reaffirm service commitments, and confirm dedicated account manager continuity.
• Verify freight broker operating authority, surety bond status, and FMCSA registration are current and properly reflected under new ownership or entity structure.
• Meet individually with all sales agents and account managers to communicate retention plans, compensation structures, and non-solicitation agreement status.
• Obtain full carrier database access from the TMS and confirm active carrier compliance files including insurance certificates and MC authority are up to date.
• Establish access to all load boards, EDI connections, banking accounts, and shipper billing portals to ensure zero disruption to daily freight operations.

Stabilize (Days 1–30)

• Conduct one-on-one meetings with top 20 shippers and document relationship status, contract or preferred vendor agreements, and any service concerns or competitive threats.
• Audit the TMS for data completeness, load history accuracy, and carrier compliance records; flag gaps before transitioning to buyer's preferred platform.
• Review all open freight claims, pending disputes, and carrier performance issues that could affect shipper satisfaction or expose the buyer to unrecorded liabilities.

Optimize (Days 31–90)

• Map all shipper accounts by lane, mode, and annual net revenue; identify top growth opportunities and accounts at concentration or attrition risk requiring active management.
• Standardize carrier onboarding, insurance verification, and capacity scoring using the buyer's existing compliance framework or a unified carrier management system.
• Document and formalize all verbal or relationship-based shipper arrangements into written service agreements or preferred vendor terms to protect revenue predictability.

Scale (Days 91–180)

• Launch a targeted outbound sales effort using the acquired broker's carrier capacity and lane expertise to open new shipper accounts in adjacent verticals or geographies.
• Evaluate technology stack for load board integrations, EDI connectivity, and reporting automation upgrades that improve scalability without disrupting existing workflows.
• Conduct a 90-day post-close review with sellers still under earnout or transition agreements to assess account retention metrics and address any performance gap risks.

Pitfalls

• Failing to Communicate Ownership Change to Shippers Early

  Shippers who hear about an ownership change secondhand often interpret silence as instability and begin exploring competing brokers. Proactive, personal outreach from the new owner within 48 hours of close is essential to retaining accounts.

• Forcing Immediate TMS Migration Without Data Validation

  Migrating to a new TMS before validating historical load data, carrier compliance records, and shipper billing accuracy can cause operational disruptions, missed invoices, and carrier payment delays that damage hard-earned relationships.

• Losing Key Sales Agents to Competitors or Self-Employment

  In freight brokerage, top agents often control shipper relationships personally. Without retention incentives and enforceable non-solicitation agreements, a departing agent can take accounts worth 20–40% of net revenue to a competing broker.

• Confusing Gross Revenue With Net Revenuecritical

  Sellers often lead with gross revenue figures that include carrier payments. True broker economics live in net revenue — gross margin after carrier costs — which can be 15–25% of gross. Overpaying based on gross revenue is a critical error.

• Underestimating Customer Concentration Riskcritical

  Many owner-operated freight brokers generate 50–70% of net revenue from three to five shippers. If a single customer exceeds 25% of revenue, departure post-close can devastate cash flow and EBITDA almost immediately.

• Ignoring Owner and Sales Rep Dependencycritical

  When the seller personally manages all carrier relationships and shipper accounts, the business may not survive the transition. Key sales agents who leave post-close often take accounts with them.

• Failing to Audit the Carrier Network and Compliance Recordsmajor

  A freight broker's carrier network is a core asset. Unvetted carriers, lapsed insurance certificates, or broker authority compliance gaps create legal exposure and capacity risk that buyers discover only after closing.

• Projecting Future Earnings During a Freight Rate Peakmajor

  Buyers who acquire during a strong freight cycle often extrapolate peak EBITDA into projections. Freight markets are cyclical, and net margins compress sharply when spot rates fall and capacity loosens.

• Overlooking Technology Stack Limitationsminor

  Brokerages running on spreadsheets or legacy TMS platforms without load board integration or EDI capability cannot scale. Technology gaps increase post-acquisition labor costs and limit integration into a roll-up platform.

Warning signs

• Seller cannot produce a clean net revenue reconciliation separated from carrier costs for the past three years
• Top three shippers represent more than 50% of net revenue with no written service agreements in place
• Freight broker authority, surety bond, or FMCSA filings are lapsed, pending renewal, or show compliance violations
• All shipper and carrier relationships are managed exclusively by the owner with no CRM records or documented contacts
• EBITDA swings more than 40% year-over-year with no explanation beyond spot market rate fluctuations

Phase 1: Financial Cleanup and Recast (Months 1–4)

• Separate gross revenue from net revenue across 3 full fiscal yearshigh

  Freight brokers report both gross revenue (total shipper billings) and net revenue (gross margin after carrier costs). Buyers value your business on net revenue and EBITDA — not top-line gross revenue.

• Prepare a formal EBITDA recast with all owner add-backs documentedhigh

  Recasting adjusts your reported net income to reflect true business earnings by adding back owner compensation above market rate, personal expenses run through the business, one-time costs such as a freight claim settlement or legal dispute, and non-recurring technology migrations.

• Resolve any inconsistencies between QuickBooks and your TMS load datahigh

  Buyers will cross-reference your accounting system against your TMS load history to verify revenue by lane, customer, and carrier. Discrepancies — even minor ones from billing timing or manual entries — create audit flags that slow diligence and erode trust.

Phase 2: Customer and Revenue Quality Analysis (Months 3–6)

• Build a shipper concentration report for your top 20 accountshigh

  Document each shipper account's annual net revenue contribution, tenure in years, primary lanes, contract or verbal relationship status, volume trend over 3 years, and the name of the internal employee managing the relationship.

• Identify which shipper relationships are tied to you personally versus your teamhigh

  Buyers are acquiring a business, not a person. If your top five shippers would leave when you do, the business is worth far less than your financials suggest.

• Pull shipper volume trend data and flag any accounts with declining loadsmedium

  Buyers will ask for monthly or quarterly load counts and net revenue by customer over 36 months.

Phase 3: Carrier Network and Compliance Documentation (Months 4–7)

• Build a carrier database with compliance documentation for your active networkhigh

  Compile a master list of your active carriers including MC number, authority status, insurance certificate expiration dates, safety rating, and primary lanes operated.

• Verify your freight broker authority and surety bond are current and in good standinghigh

  Your FMCSA broker operating authority and $75,000 surety bond must be active and fully compliant.

• Document your carrier onboarding and vetting SOP in writingmedium

  Buyers want to know that your carrier network is reproducible and not dependent on your personal judgment or undocumented tribal knowledge.

Phase 4: Operational Documentation and Technology (Months 5–9)

• Document standard operating procedures for all core brokerage functionshigh

  Write formal SOPs covering load booking workflow, carrier dispatch and tracking, shipper billing and collections, carrier payment processing, freight claims handling, and new customer onboarding.

• Evaluate your TMS platform and ensure data is clean and exportablehigh

  If you are running on an outdated TMS — or worse, a combination of spreadsheets and email — now is the time to upgrade or at minimum clean and organize your existing data.

• Confirm all employee files, independent contractor agreements, and commission structures are documentedmedium

  Freight brokerages often rely on 1099 independent sales agents whose agreements may be verbal or outdated.

Quick wins before a sale

• Pull your last 3 years of carrier invoices and shipper billings and confirm your accountant can produce a clean net revenue versus gross revenue reconciliation within 30 days — this is the single document buyers will scrutinize first
• Log into FMCSA SAFER today and verify your broker operating authority is active and your surety bond is current — a 10-minute check that prevents a deal-killing diligence finding
• List your top 10 shipper accounts by net revenue and honestly identify which relationships would survive your departure — the ones that would not are your most urgent pre-sale project
• Export 36 months of load history from your TMS sorted by customer and lane and verify the data is clean and consistent with your QuickBooks revenue — if it is not, start the reconciliation now

Questions to ask a broker

• How do you distinguish and present net revenue versus gross revenue in your freight brokerage listings?

  Misrepresenting gross revenue as EBITDA basis is common in brokerage deals and directly inflates perceived valuation, misleading buyers and lenders.

• What is your experience structuring freight brokerage deals with earnouts tied to shipper retention?

  Shipper concentration risk often requires post-close earnouts; inexperienced brokers may structure deals that collapse when key accounts don't transfer.

• How do you qualify buyers for freight brokerage acquisitions, including industry experience and SBA eligibility?

  Freight businesses require operationally capable buyers; unqualified buyers create failed closings and expose seller confidentiality unnecessarily.

Broker red flags

• Broker lists the business using gross revenue as the headline metric without clearly disclosing net revenue and carrier cost structure to prospective buyers.
• No demonstrated experience closing freight brokerage or logistics transactions — generic business broker with no industry-specific buyer relationships or diligence knowledge.
• Refuses to discuss customer concentration analysis or downplays a single shipper representing 40%+ of net revenue as a non-issue for deal structure.