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Deal Structure Guide · Moving Company

How to Structure a Moving Company Acquisition

From SBA 7(a) financing to seller carry and earnouts — practical deal structures for buying or selling a $1M–$5M revenue moving business

Acquiring a local moving company requires deal structures that account for the industry's unique financial dynamics: asset-heavy balance sheets with aging fleets, seasonal revenue swings, owner-dependent operations, and DOT regulatory requirements that affect business transferability. Most moving company acquisitions in the $1M–$5M revenue range close using a combination of SBA 7(a) debt, seller financing, and structured earnouts that protect the buyer from revenue loss during ownership transition. The right structure balances the buyer's need to conserve equity with the seller's desire for a clean exit — while reflecting the real risks of customer concentration, fleet condition, and workforce retention that are specific to this industry.

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SBA 7(a) Loan with Seller Note

The most common structure for moving company acquisitions. A buyer secures an SBA 7(a) loan covering 70–80% of the purchase price, injects 10–20% equity, and the seller carries a subordinated note for the remaining 10–15%. SBA lenders actively finance truck-based service businesses with proven cash flow and transferable DOT licensing, making this structure highly accessible for qualified buyers.

SBA loan: 70–80% | Buyer equity: 10–15% | Seller note: 10–15%

Pros

  • Maximizes buyer leverage with federally backed debt at favorable 10–25 year terms
  • Seller note signals confidence in business continuity and reduces buyer's equity requirement
  • Preserves buyer working capital for immediate fleet maintenance or capital needs post-close

Cons

  • SBA underwriting requires 2–3 years of clean financials — cash-basis books or owner add-backs must be clearly documented
  • Fleet assets must be appraised and may require environmental review if older trucks are involved
  • Seller note is subordinated to SBA debt, restricting seller's ability to enforce repayment if business underperforms

Best for: Buyers acquiring an established moving company with 3+ years of consistent EBITDA and a transferable customer base, particularly when the seller is motivated by retirement and willing to carry a portion of the deal.

Asset Purchase with Revenue-Based Earnout

The buyer purchases the business's operating assets — trucks, equipment, customer contracts, brand, and goodwill — and ties a portion of the total consideration to revenue or EBITDA retention over 12–24 months post-close. This structure is particularly valuable when a significant percentage of revenue comes from a single corporate relocation account or when the seller's personal relationships drive a material share of bookings.

Cash at close: 70–80% | Earnout: 15–25% tied to 12–24 month revenue or EBITDA targets

Pros

  • Protects the buyer from paying full price if key corporate accounts or referral sources don't transfer
  • Aligns seller incentives to support an active transition — dispatching, client introductions, and crew management
  • Allows buyer to exclude legacy liabilities including pre-close cargo claims or DOT violations in asset deal structure

Cons

  • Earnout disputes are common if revenue metrics aren't precisely defined in the purchase agreement
  • Sellers may resist earnouts, particularly if retirement is the motivation and they don't want ongoing performance risk
  • Revenue retention is difficult to isolate when a new owner changes pricing, service area, or marketing approach

Best for: Acquisitions where customer concentration is elevated — for example, a single corporate relocation contract representing 25–40% of annual revenue — or where the seller has been the primary sales and estimating contact for key accounts.

Full Seller Financing with Equity Rollover

The seller finances the entire purchase price through a structured note, often with the seller retaining a 10–20% equity stake for 1–2 years during a defined transition period. The seller earns interest on the note while the buyer operates the business, with equity repurchased at a predetermined formula at the end of the rollover period. This structure is rare but can be effective when SBA financing is unavailable due to financial restatement issues or fleet condition concerns.

Seller note: 80–90% | Seller equity rollover: 10–20% redeemed over 12–24 months

Pros

  • No bank approval required — deal can close faster and on more flexible terms
  • Seller's continued equity stake motivates active participation in transition and customer retention
  • Structured buyout of seller equity creates a clear exit timeline for both parties

Cons

  • Seller retains meaningful financial risk and ongoing exposure to business performance
  • Requires significant trust and legal documentation to manage equity redemption terms and governance rights
  • Limits seller's ability to fully exit — not suitable for owners seeking immediate liquidity at retirement

Best for: Situations where SBA financing falls short due to inconsistent financials, deferred fleet maintenance reducing appraised asset value, or a buyer with strong operational experience but limited equity capital.

Sample Deal Structures

Retirement Sale — Regional Residential Mover, $2M Revenue

$1,200,000

SBA 7(a) loan: $840,000 (70%) | Buyer equity injection: $180,000 (15%) | Seller note: $180,000 (15%)

SBA loan at prime + 2.75% over 10 years; seller note subordinated, interest-only at 6% for 24 months then fully amortizing over 3 years; seller commits to 90-day operational transition including introductions to corporate accounts and crew leads

Corporate Account Concentration Risk — Commercial Mover, $3.5M Revenue

$2,100,000

Cash at close: $1,575,000 (75%) — funded via SBA 7(a) and buyer equity | Earnout: $525,000 (25%) payable over 24 months based on retention of identified corporate relocation accounts at 80%+ of trailing revenue

Earnout measured quarterly against baseline revenue from named corporate accounts; seller remains available 20 hours per week during earnout period for client relationship support; earnout payments made semi-annually with audit rights for buyer

Bolt-On Acquisition — Regional Consolidator Adding Fleet and Territory, $1.5M Revenue

$900,000

Buyer cash: $630,000 (70%) — drawn from existing credit facility | Seller note: $270,000 (30%) amortized over 5 years

Seller note at 6.5% interest; no earnout given buyer's existing operational infrastructure absorbing the fleet and crew; seller provides 60-day transition covering dispatch protocols, key customer relationships, and DOT compliance file transfer; buyer assumes all fleet assets with fresh third-party appraisal completed prior to close

Negotiation Tips for Moving Company Deals

  • 1Commission an independent fleet appraisal before finalizing the purchase price — aging trucks with deferred maintenance are one of the most common sources of post-close surprises in moving company acquisitions, and a credible appraisal gives you leverage to adjust the price or require pre-close repairs.
  • 2Request three years of recast financials with a detailed add-back schedule showing owner compensation, personal vehicle expenses, and any one-time costs — moving company owners routinely run $50,000–$150,000 in personal expenses through the business that must be normalized before applying a valuation multiple.
  • 3Tie any seller earnout directly to named corporate or military relocation accounts, not total revenue — this prevents the seller from claiming earnout credit for new business you generate independently after close.
  • 4Negotiate a DOT compliance review and verification of all operating authorities before releasing any escrow — an unresolved FMCSA violation or lapsed state operating license can delay your ability to operate legally and reduces the business's value immediately.
  • 5Push for a 90–180 day seller transition period with defined weekly commitments for crew introductions, dispatch shadowing, and customer relationship transfers — this is especially critical when the seller has been the primary estimator and sales contact for years.
  • 6Structure the seller note with a 12-month standstill provision that prevents the seller from demanding payment or accelerating the note during the first year of your ownership — this protects your working capital while you stabilize operations, retain crews, and manage the seasonal revenue cycle.

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Frequently Asked Questions

What multiple should I expect to pay for a local moving company?

Most moving companies in the $1M–$5M revenue range trade at 2.5x–4.5x EBITDA. Businesses at the lower end of that range typically have aging fleets, high owner dependency, seasonal revenue concentration, or customer concentration risk. Businesses at the higher end have modern, well-maintained fleets, recurring corporate or military relocation contracts, professional management in place, and strong online reputations with 4.5+ star ratings. Always apply the multiple to seller's discretionary earnings or recast EBITDA — not gross revenue.

Can I buy a moving company with an SBA loan?

Yes. Moving companies are strong SBA 7(a) candidates because they have tangible assets — trucks, equipment, and storage infrastructure — that serve as collateral, along with predictable cash flow from service contracts. SBA lenders will require two to three years of business tax returns, a business valuation, a fleet appraisal, proof of transferable DOT and FMCSA operating authorities, and evidence of the buyer's relevant operational experience. A 10–15% equity injection is typically required.

Why do sellers in this industry often need to carry a note?

Moving company financials frequently involve cash-basis accounting, owner add-backs, and seasonal revenue swings that make SBA lenders cautious about financing the full purchase price. A seller note of 10–20% fills the gap between the appraised loan amount and the agreed purchase price, and it also signals to lenders that the seller has confidence in business continuity post-sale — which SBA underwriters view favorably.

How does an earnout work in a moving company deal?

An earnout defers a portion of the purchase price — typically 15–25% — and ties payment to the business hitting defined revenue or EBITDA targets after close, usually over 12–24 months. In moving company deals, earnouts are most often used when a significant corporate relocation account or military contract represents a large share of revenue and it's uncertain whether that relationship will survive an ownership change. The earnout motivates the seller to support the transition actively and protects the buyer from overpaying for revenue that doesn't transfer.

What happens if the seller's trucks are in poor condition?

Deferred fleet maintenance is one of the most common value killers in moving company acquisitions. If a third-party appraisal reveals significant upcoming capital expenditure needs — engine overhauls, brake systems, DOT inspection failures — you have three options: negotiate a purchase price reduction equal to the estimated repair or replacement cost, require the seller to complete repairs before close, or negotiate a post-close escrow holdback funded by the seller to cover confirmed deficiencies. Never close without an independent fleet inspection.

Should I structure the deal as an asset purchase or a stock purchase?

The large majority of moving company acquisitions are structured as asset purchases. This allows you to acquire the trucks, equipment, customer contracts, brand, and goodwill while leaving behind pre-close liabilities — cargo damage claims, DOT violation fines, pending workers' compensation claims, and any undisclosed debt. Stock purchases are rare in this industry and typically only occur when a specific contract or license is non-transferable outside the legal entity, which should prompt careful legal review before agreeing to that structure.

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