From full asset purchases with real estate to SBA-financed business-only deals, here is how buyers and sellers in the storage and warehousing sector negotiate terms that work for both sides.
Acquiring or selling a storage and warehousing business involves structuring a deal that accounts for two distinct value components: the operating business and, in many cases, the underlying industrial real estate. This combination creates both opportunity and complexity. Buyers must determine whether to acquire the real estate outright, negotiate a long-term NNN lease, or use a split structure that separates the two assets for financing purposes. Sellers often achieve higher total proceeds by monetizing real estate and business value separately. For lower middle market operators generating $1M–$5M in revenue with $300K–$500K or more in EBITDA, deal values typically fall in the $1.5M–$8M range depending on facility quality, customer contract strength, and real estate inclusion. SBA 7(a) and 504 programs are commonly used to finance these acquisitions, making deal structure choices especially important given lender requirements around collateral, down payments, and occupancy risk. Earnouts tied to customer retention and seller carry notes are standard tools for bridging valuation gaps when customer concentration or month-to-month storage agreements introduce uncertainty.
Find Storage & Warehousing Businesses For SaleFull Asset Acquisition with Real Estate Included
The buyer acquires both the operating business assets — including equipment, racking systems, warehouse management technology, customer contracts, and goodwill — and the underlying commercial real estate in a single transaction. This is the most common structure for owner-operators who own their facility and want a clean exit.
Pros
Cons
Best for: Transactions where the seller owns the facility outright, the real estate is in a supply-constrained industrial market, and the buyer intends to operate the business long-term from that location.
Business-Only Acquisition with Long-Term NNN Leaseback
The buyer acquires only the operating business assets and enters into a negotiated triple-net lease with the seller, who retains ownership of the real estate. Lease terms typically run 10–15 years with renewal options to provide the buyer with operational stability. This structure is frequently used when the seller wants ongoing passive income or when the buyer wants to reduce acquisition cost and preserve working capital.
Pros
Cons
Best for: Situations where the seller wants passive income post-sale, the buyer is an operator rather than a real estate investor, or the total deal size exceeds comfortable SBA 7(a) limits and separating assets reduces financing complexity.
SBA 7(a) Financed Acquisition with Seller Carry Note
The buyer uses an SBA 7(a) loan to finance 75–85% of the business purchase price, with the seller carrying a subordinated note for 10–15% of the deal value and the buyer contributing 10% equity. The seller note is typically structured over 3–5 years at 5–7% interest and may be partially contingent on customer retention milestones. This is the most common financing structure for individual buyers and independent sponsors acquiring warehousing businesses under $5M in total value.
Pros
Cons
Best for: Individual buyers, search fund entrepreneurs, and owner-operators acquiring a warehousing business for the first time with limited equity capital but strong operating backgrounds.
Earnout Structure Tied to Customer Retention
A portion of the purchase price — typically 10–20% — is deferred and paid to the seller over 12–36 months based on the retention of specified customer accounts or minimum revenue thresholds. Earnouts are most commonly used when the seller has high customer concentration, month-to-month storage agreements, or when a few large accounts represent an outsized share of recurring revenue. The earnout provides downside protection for the buyer while allowing the seller to achieve a higher total valuation if the business performs.
Pros
Cons
Best for: Transactions where the top three customers represent more than 50% of revenue, storage agreements are month-to-month rather than multi-year contracts, or the seller's personal relationships are the primary driver of customer retention.
Regional 3PL operator with real estate, $2.5M revenue, $480K EBITDA, diversified customer base with multi-year contracts
$3.2M business value + $1.8M real estate = $5.0M total
SBA 504 loan: $4.0M (80%) Buyer equity: $500K (10%) Seller carry note: $500K (10%) at 6% over 5 years Real estate appraised separately for 504 collateral purposes
5-year seller note on full standby for 24 months per SBA requirements. Seller provides 90-day transition support and introduces buyer to all top-10 accounts. No earnout required given contract strength and diversified revenue.
Owner-operated cold storage facility, $1.8M revenue, $350K EBITDA, seller retains real estate, two customers representing 55% of revenue
$1.75M business only (5.0x EBITDA)
SBA 7(a) loan: $1.31M (75%) Buyer equity: $175K (10%) Seller carry note: $175K (10%) at 5.5% over 4 years Earnout: $87.5K contingent (5% of purchase price) tied to 12-month customer retention
Seller signs 12-year NNN lease at $12,500/month with 2% annual escalators and two 5-year renewal options. Earnout measured on Month 13 based on revenue from identified accounts. Seller employed as consultant at $4,000/month for 6 months post-close.
E-commerce fulfillment warehouse, $3.8M revenue, $520K EBITDA, no real estate ownership, WMS in place, strong growth trend
$2.86M (5.5x EBITDA)
Conventional bank loan with SBA 7(a) guarantee: $2.15M (75%) Buyer equity: $286K (10%) Seller carry note: $429K (15%) at 6.5% over 5 years No earnout given strong contract terms and WMS documentation
Seller assumes assignment of existing facility lease with 7 years remaining. Seller note subordinated to senior SBA debt. Buyer negotiates working capital adjustment at close based on prepaid storage deposits. 60-day post-close transition with seller available on-call.
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This depends on your capital position, investment thesis, and risk tolerance. Buying the real estate provides long-term cost certainty, asset-backed financing through SBA 504, and eliminates the risk of lease non-renewal. However, it requires more equity upfront and ties capital to property rather than operations. A NNN leaseback makes sense if you want to minimize acquisition cost, the seller wants passive income, or you plan to grow through additional acquisitions rather than owning a single facility. Many buyers in supply-constrained industrial markets choose to acquire real estate when possible because replacement cost and lease rates are rising — locking in ownership today can create significant long-term value.
In most lower middle market warehousing transactions, seller carry notes range from 10–15% of the total purchase price, carry interest rates of 5–7%, and are structured over 3–5 years. When SBA financing is involved, the note must be placed on full standby for 24 months — meaning the seller receives interest-only or no payments during that period depending on the lender's requirements. After the standby period, principal and interest payments resume. Sellers accept these notes as a way to bridge valuation gaps, support buyer financing, and maintain upside if the business performs well through transition.
An earnout defers a portion of the purchase price — typically 10–20% — and pays it to the seller only if the business meets defined performance thresholds after close. In warehousing deals, earnouts are most commonly tied to revenue retention from specific customer accounts, total gross revenue over 12–24 months, or occupancy rates at the facility. They are most appropriate when the seller has high customer concentration, short-term storage contracts, or when the seller's personal relationships are the primary driver of key accounts. To avoid disputes, earnout agreements must clearly define measurement periods, revenue recognition methods, allowable operating expenses, and the buyer's obligations to maintain normal business operations during the earnout period.
Yes, and SBA financing is particularly well-suited to warehousing acquisitions that include real estate. The SBA 504 program is designed for real estate and equipment-heavy acquisitions, offering up to 90% financing with a fixed-rate debenture for the real estate component. The SBA 7(a) program can finance business assets, goodwill, and working capital for the operating company. Many buyers use a combination of both — 504 for the real estate and 7(a) for the business — to maximize leverage while meeting SBA lender requirements. Eligible buyers must have relevant industry experience, acceptable personal credit, and sufficient collateral. The facility itself, as owner-occupied commercial real estate, typically serves as the primary collateral for 504 loans.
Focus first on customer contract terms, length, and concentration — the strength of recurring revenue determines deal structure and financing eligibility. Next, commission a Phase I environmental assessment and a professional facility inspection covering the roof, dock doors, fire suppression systems, and racking integrity, as deferred maintenance and environmental issues are the most common sources of post-close surprises. Review the warehouse management system capabilities and document any technology gaps. Assess the workforce, including labor costs, turnover rates, and union exposure. Finally, obtain a commercial real estate appraisal if real estate is included, and verify zoning permits the intended use and any planned operational expansions.
Warehousing businesses are typically valued using two separate methodologies applied to each component. The operating business is valued at 3.5–5.5x EBITDA based on factors including customer concentration, contract length, facility specialization, and technology infrastructure. The real estate is valued using a cap rate methodology based on comparable industrial property sales in the local market, typically independent of the business EBITDA. The two values are then combined for a total transaction price. Separating these valuations is critical for lender appraisals and SBA financing eligibility, as blending them can cause confusion about whether you are paying a premium for operations or for the property.
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