A Step-by-Step Guide from a Broker Who’s Closed 500 Deals
By Michael Shea · Transworld Business Advisors of Tampa Bay
Every year, dozens of Florida business owners walk away from their life’s work with less than it was worth. Not because their business was weak. Because they sold it wrong.
I’ve been brokering business sales in Florida for over two decades. Five hundred closed transactions. I’ve seen sellers double what they expected. I’ve also watched sellers leave six figures on the table — sometimes more — because they didn’t know what they didn’t know going in.
This guide is the playbook I wish every seller had before we sat down together for the first time.
Selling a business isn’t like selling a house. The rules are different, the timeline is longer, the stakes are higher — and the mistakes are more expensive.
Step 1: Get Clear on Why You’re Selling (It Affects Everything)
Before we talk valuations or buyer packages, you need to answer one question honestly: why are you selling?
Buyers will ask. And the way you answer shapes how they perceive risk. “I’m ready to retire after 22 years” hits completely differently than “the market’s been rough” or a vague “time for something new.”
Your reason also affects timing. Selling under pressure — a health scare, a partnership dispute, a revenue dip — almost always produces a worse outcome. If you have flexibility, use it. Start the process before you have to.
The sellers who get the best outcomes typically start planning 12 to 24 months before they want to be done. That runway lets you fix what needs fixing, document what needs documenting, and wait for the right buyer rather than the first one.
Step 2: Understand What Your Business Is Actually Worth
This is where most sellers either get their hopes up too high or undersell themselves badly.
In Florida’s small business market, most transactions are priced on a multiple of Seller’s Discretionary Earnings — what brokers call SDE. That’s your net profit plus your own compensation, plus any expenses a new owner wouldn’t carry.
The SDE Recast
Getting to a true SDE number requires recasting your financials. That means going line by line through your P&L and adding back things like:
- Owner salary and any additional owner compensation
- Personal vehicle expenses run through the business
- One-time costs that won’t repeat under new ownership
- Depreciation and amortization
- Non-cash expenses
Done correctly, a recast can meaningfully raise your SDE — and since your price is a multiple of that number, a $30,000 improvement in recast SDE might add $90,000 to $150,000 to your asking price.
What Multiple Can You Expect?
Florida small businesses typically trade at 2x to 4x SDE, depending on size, industry, transferability, and trend. A well-documented, growing business with minimal owner dependency commands the top of that range. A business where everything runs through one person and revenue has been flat? Lower end.
I’ve seen businesses with identical cash flows sell at very different multiples — purely based on how well they were packaged and presented. Presentation is not spin. It’s clarity. Buyers pay for certainty.
Step 3: Get Your House in Order Before You List
Nothing kills a deal faster than surprises in due diligence. Buyers and their advisors will go through your books, your contracts, your leases, your licenses. If they find something unexpected, they either renegotiate downward or walk.
Before you go to market, do your own pre-diligence:
- Three years of clean, organized financials — ideally reviewed or compiled by a CPA
- A current lease with sufficient term remaining, or a landlord who is cooperative on assignment
- Up-to-date licenses, permits, and any required certifications
- Key employee agreements and non-competes in place where appropriate
- Customer and vendor contracts documented and transferable
- Any pending legal issues resolved or disclosed proactively
This isn’t busywork. Every item on that list is something a buyer’s attorney will ask for. Having it ready signals a well-run operation and keeps the deal from grinding to a halt during escrow.
Step 4: Price It Right from the Start
Overpricing is one of the most common and most costly mistakes sellers make.
A business that sits on the market for 12 months accumulates stigma. Buyers wonder what’s wrong with it. You lose negotiating leverage. You often end up accepting less than you would have if you’d priced it correctly from day one.
This doesn’t mean you should underprice either. It means pricing based on defensible numbers — real market comps, real SDE multiples, real asset values — rather than what you feel the business is worth emotionally.
Your attachment to what you built is completely understandable. It’s also irrelevant to a buyer running a spreadsheet.
A professionally prepared Confidential Business Review — a well-written document that tells the story of your business, presents your financials clearly, and answers buyer questions before they’re asked — is one of the highest-ROI things you can do before going to market.
Step 5: Market Confidentially to Qualified Buyers
This is where working with an experienced Florida business broker pays for itself.
Selling a business is not like listing a house on Zillow. You do not want your employees, competitors, customers, or vendors finding out you’re considering a sale before the deal is done. A premature leak can destabilize a business mid-transaction in ways that are very difficult to recover from.
A broker maintains confidentiality through a structured process: teaser profiles that describe the business without identifying it, NDAs before any details are shared, and controlled information flow to qualified buyers only.
“Qualified” matters here. Not everyone who expresses interest has the capital, the credit, or the operational experience to close. Unqualified buyers waste your time — and in some cases, are fishing for competitive intelligence.
Step 6: Negotiate the Deal Structure, Not Just the Price
First-time sellers often fixate on the headline number and miss the variables that determine what they actually take home.
Deal structure includes:
- Cash at close versus seller financing — most small business deals involve some seller note, typically 10% to 30% of the price
- Earnouts tied to future performance — can increase total proceeds but carry risk if the buyer underperforms
- Asset sale versus stock sale — has major tax implications that your CPA needs to weigh in on
- Non-compete and consulting agreements — often required, sometimes compensable
- Working capital requirements — what stays in the business at close
- Escrow and indemnification provisions — what you’re on the hook for post-close
A $1.2M all-cash deal and a $1.5M deal with $600,000 financed at 6% over five years are not the same thing — and neither is better in every situation. It depends on your tax picture, your risk tolerance, and what you’re doing next.
Step 7: Navigate Due Diligence Without Losing the Deal
Due diligence is when deals die. A buyer who was enthusiastic at LOI stage suddenly gets cold feet — usually because something unexpected surfaced, or because the process dragged on long enough for momentum to dissipate.
Your job during due diligence is to respond quickly, completely, and without defensiveness. Every delay increases the chance the buyer walks. Every incomplete answer creates doubt.
The sellers who close cleanly are the ones who treated due diligence as a project, not an interrogation. They had their documents organized. They answered questions the same day. They communicated through their broker rather than letting deals devolve into back-and-forth between anxious principals.
Step 8: Close the Deal and Transition Well
The transaction closes when funds are transferred and documents are signed — but your work isn’t finished. Most purchase agreements include a transition period during which you agree to train the new owner and remain available for questions.
Take this seriously. A buyer who feels abandoned post-close becomes a difficult counterparty for any future issues. A smooth transition protects your reputation, reduces your indemnification exposure, and often determines whether the new owner’s bank financing stays in place.
It also matters personally. Most sellers who put 10, 20, or 30 years into a business care about what happens to it after they’re gone. A clean handoff is a good ending.
A Few Florida-Specific Considerations
Florida is one of the most active states for small business transactions in the country — which is a double-edged sword. There’s a robust buyer pool, including a large base of first-time business buyers who relocated here and are looking for established operations. That’s good for sellers.
But competition is real, and buyers in Florida’s market have seen enough deals to be sophisticated. They know what clean financials look like. They know what reasonable seller financing terms are. They know how to read a lease.
A few Florida-specific factors worth knowing:
- Florida has no state income tax, which affects how some buyers think about compensation structures and earnouts
- Tourism, hospitality, and service businesses — concentrated heavily in Tampa Bay, Orlando, South Florida, and the Panhandle — often have seasonal revenue patterns that need to be contextualized carefully for buyers
- Commercial real estate dynamics vary dramatically by market; whether the real estate is included, leased, or separately valued has major pricing implications in high-cost markets like Miami or certain coastal markets
- SBA lending remains the dominant financing vehicle for Florida small business acquisitions, and SBA loan requirements drive a lot of what buyers ask for in due diligence
The Most Expensive Mistakes I See Sellers Make
After five hundred deals, the patterns are clear:
- Waiting until they’re burned out — by then, the business has usually declined, and buyers can see it in the numbers
- Refusing to negotiate on price but agreeing to bad deal structure — protecting the headline number while giving away the economics underneath it
- Telling employees before the deal is signed — this almost always causes instability that damages the business during the sale process
- Choosing a broker based on who promises the highest price — aggressive valuations attract unqualified buyers and deals that don’t close
- Not involving a CPA and attorney early enough — tax strategy at the start of a transaction is worth far more than tax planning at the end
What to Do Next
If you’re thinking about selling a Florida business in the next one to three years, the best thing you can do right now is get a confidential, no-obligation valuation. Not because it commits you to anything — it doesn’t. Because knowing what your business is worth in today’s market is the foundation for every decision that follows.
I work with business owners across Tampa Bay and throughout Florida. The conversations I have with sellers who start early are fundamentally different from the ones I have with sellers who are already burned out or under pressure. The outcomes are different too.
Learn more or schedule a confidential conversation at www.yourfloridabusinessbroker.com.
Michael Shea is a business broker with Transworld Business Advisors of Tampa Bay. He has closed more than 500 business transactions across Florida and specializes in small-to-midsize business sales, valuation
Michael Shea represents the Tampa Florida Transworld office. In business since 2005, he has established a reputation as a trusted business broker across Florida’s key markets- from Tampa to Orlando, Melbourne, and more. Over the past two decades, Michael and his team have closed over $1 Billion in sold business volume and presided over more than 450 transactions. His credentials include the IBBA Certified Business Intermediary®, and most recently, the prestigious Certified Exit Planning Advisor® (CEPA) credential.