Decide What You Want to Sell and What You Want to Own
Compare the business price, property value, and rent you could receive after closing. Sailfish helps you weigh both structures before a buyer’s offer sets the terms.
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Plan Your Florida Business Sale
- ✓Understand what drives value. Identify the records a buyer will want to see.
- ✓Set a timeline that fits. Decide what to prepare before going to market.
- ✓Plan for confidentiality. Decide when to share sensitive information and with whom.
- ✓Compare buyers and terms. Look at closing cash, financing, and the handoff.
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Rajiv Khatri
Managing Partner
Sarah Khatri
Managing Partner
We’ve built and sold businesses ourselves. We understand why the decision can reach far beyond the deal.
Sailfish is boutique by intention. We take time to understand your priorities, explain the tradeoffs, and help you make informed decisions through an important transition.
Our faith informs how we serve: with integrity in our advice, stewardship of what you’ve built, and care for the people a transition touches.
Trusted Through High-Stakes Business Sales
Real stories from owners who sold, scaled, and succeeded with Sailfish.
Related Reading on Business Valuation and Sale Preparation
Put the Business and the Building on Separate Worksheets
You can sell a Florida business, keep the building, and lease it to the buyer. Start by pricing both assets at a defensible market rent. If the company pays your property LLC $36,000 a year and comparable space would cost $120,000 on the same terms, the difference is $84,000 in annual occupancy expense.
Sailfish Equity Advisors helps Florida owners compare the cash a combined sale could deliver with the income and responsibilities they would retain as landlords. We help you test both structures with potential buyers and bring your broker, attorney, accountant and lender into the discussion before the offer fixes the property terms. For an owner who owns the building, the first question is whether the business and the property still work financially when they have different owners.
Reconcile What the Business Pays Today With What a Buyer Would Pay
Pull the lease, rent ledger, and property expenses from both entities. A below-market rent can make the operating company’s earnings look stronger than they would be for an unrelated tenant. A rent above market can have the opposite effect. Start with what the operating company actually spent and adjust it to reflect the cost of occupying the space under the terms you expect a buyer to accept.
Compare like with like. A gross rent may include property taxes, building insurance, or some maintenance. Under a triple-net arrangement, the tenant typically pays those costs separately, with the exact responsibilities spelled out in the lease. Find out who has historically paid for the roof, paving, HVAC, and insurance deductibles. If a new lease transfers one of those costs to the tenant, it belongs in the buyer’s operating budget even if it never appeared in the company’s old books.
Market rent depends on the building’s use, condition, and lease terms. For a machine shop, usable power, loading access, and the cost of moving heavy equipment may matter as much as square footage. Ask a local commercial appraiser or broker to explain which comparable leases apply and how concessions and expense reimbursements affect the comparison. Give the buyer a clear bridge from reported results to the proposed lease economics.
Run One Occupancy Assumption Through Both Valuations
Consider a hypothetical Florida machine shop in an 8,000-square-foot building. A separate LLC owns the property. The shop reports $520,000 in seller’s discretionary earnings (SDE) after paying $36,000 in annual base rent. Assume comparable leases support annual base rent of $15 per square foot, or $120,000, and the tenant’s other occupancy costs stay the same.
Operating company. Increase the occupancy expense by $84,000, from $36,000 to $120,000. Normalized SDE falls from $520,000 to $436,000. At an assumed 3.0× multiple, the business indication is $1,308,000, compared with $1,560,000 if you applied that multiple to the unadjusted figure.
Real estate. Assume the property collects $120,000 in annual base rent and the landlord incurs $12,000 in annual operating expenses that the tenant does not reimburse. That gives $108,000 in annual net operating income (NOI) before mortgage payments. At an assumed 8% capitalization rate, dividing $108,000 by 0.08 gives a property indication of $1,350,000.
Combined comparison. The two gross indications add to $2,658,000 under these assumptions. If you keep the property, $1,308,000 is the business value indication and $1,350,000 is an estimated value of the asset you retain. If you sell both, $2,658,000 is a starting point for the combined gross price discussion. Confirm how each actual offer treats debt, working capital, and transaction expenses.
These numbers are illustrations. The rent, SDE multiple, and cap rate are assumptions. The right property valuation approach also depends on whether a buyer will own and occupy the building, buy it subject to a lease, or buy it vacant. An appraiser may weigh sales of comparable properties or analyze the cash flows under an actual lease. Tenant credit, the remaining term, and the building’s prospects after that lease all affect what a property buyer may pay.
Suppose the operator needs lower rent during the first year while it moves customer contracts to its billing system. Model that concession for its actual duration on both sides of the comparison. Specify when full rent starts and ask the lender to test cash flow at that level. A one-year concession and a decade of discounted rent leave you with different property income and different exposure.
Compare What You Receive at Closing With What You Keep at Risk
Selling the property with the business can make sense when you want more of the proceeds at closing, the building is difficult to lease to another tenant, or a strong buyer needs control of the site. List the business and building prices separately and compare the timing and conditions on each. For the property, subtract the mortgage payoff and estimated costs of sale, then have your CPA estimate the tax impact before counting on the resulting proceeds.
Keeping the building can reduce the buyer’s up-front funding requirement and give you ongoing rent. It also makes the buyer your tenant. Carry that relationship through the numbers. In the example, $108,000 in annual property NOI less a hypothetical $54,000 in annual mortgage payments leaves $54,000 before capital reserves, vacancy costs, and income tax. A roof replacement or a long vacancy can absorb several years of that cash flow. Check your existing loan documents for any consent requirements triggered by the new lease, change in occupancy, or sale of the related business.
Evaluate the alternative tenant before relying on the rent stream. For the machine shop, ask who else needs the existing electrical service and loading setup, and what you would have to spend if the next tenant wanted a more general layout. For a building with heavy manufacturing, prior use can also create environmental diligence questions. Assemble records for permits, past environmental reports, and major building work early enough to share them in diligence. A useful comparison is the cost of owning the building with an empty shop for several months, alongside the cost of selling it at closing.
Where an asset acquisition is subject to federal purchase-price allocation rules, the parties may need to report how the consideration was allocated among the assets transferred. Your CPA can help compare after-tax proceeds and address the allocation as the deal takes shape. IRS instructions for Form 8594.
Test the Property Purchase With the Buyer’s Lender
If a qualified buyer wants the building, SBA 504 financing can be an option for eligible fixed assets such as real estate. The SBA lists purchases of existing buildings and land as eligible uses and excludes speculative or investment rental real estate. Ask the buyer’s lender or Certified Development Company how it would finance the building and how the buyer would separately fund any acquisition costs the 504 facility cannot cover. Price, equity contribution, and the appraisal should be tested with the lender before either side relies on the financing. SBA 504 loan program.
For applicable SBA 7(a) or 504 financing of an existing building, the borrower generally must occupy and use at least 51% of the rentable property and may permanently lease up to 49%. New construction has different initial occupancy and future use requirements. If you intend to keep using a part of the building after selling it, identify the space on a floor plan and have the lender confirm how it counts toward occupancy. Federal SBA occupancy rule.
A buyer that purchases through an Eligible Passive Company and leases to its operating company faces a specific SBA rule. The lease is subject to SBA conditions on its term and lien priority, and rent is limited to the loan payment plus direct property holding expenses. If you keep ownership and lease to an unrelated buyer, have that buyer’s lender review your actual lease and collateral terms for the loan being considered. SBA rules for Eligible Passive Companies and current SBA loan origination procedures.
Price the Lease Terms You Would Live With After Closing
Write a preliminary term sheet before inviting final offers. Include the base rent, adjustments, tenant-paid expenses, term, and renewal rights. Be explicit about large repairs, building access, restoration after damage, and what happens if the tenant wants to assign the lease later. If you expect a security deposit or a guaranty, ask who would provide it and when any guaranty would expire. Compare the rent against what a buyer can afford alongside payroll, working capital, and acquisition debt.
Use current assumptions when preparing the rent schedule. Florida repealed sales tax on commercial rentals covered by the former statute for occupancy periods beginning on or after October 1, 2025. Prior occupancy periods remain subject to their applicable tax, and other categories such as transient accommodations can be subject to separate rules. Reconcile older invoices and confirm with your tax adviser that your proposed lease falls within the repeal. Florida Department of Revenue notice on commercial rental tax.
Coordinate timing so the purchase agreement and the lease address the same premises, effective date, and closing conditions. Identify whether a survey, lender review, zoning confirmation, or environmental work affects the timing. If the property is held by a separate entity with different owners, establish who has authority to commit to the lease or sale before negotiating with the buyer.
Bring Both Options to the First Offer Review
Make a one-page comparison showing the business price, property price or retained equity, expected cash at closing, and annual landlord cash flow. For the lease option, also include the capital repairs you would fund and the cash you would reserve if the buyer left. Review the result against your own priorities, including how much liquidity you want and how much time you want to spend as a commercial landlord.
Gather the rent ledger, property expenses, ownership records, any mortgage statements, and a list of major repairs. Sailfish can help you frame the alternatives for buyers and coordinate the financial questions with your appraiser, attorney, and CPA. Our Florida business sale planning guide explains where valuation and offer review fit in the larger process.
If you own your premises and are deciding how to market the company, schedule a confidential conversation about the business and property.
FAQs: Questions Florida Owners Ask About Keeping the Building
Can I sell my Florida business and keep the real estate?
Yes. You may retain the property and negotiate a lease with the buyer, subject to your agreements and any necessary approvals. Make sure the lease and business purchase documents address the timing, rent, expense responsibilities, and lender requirements before you rely on either agreement closing.
How does market rent affect the value of my operating company?
If the company has been paying less than a buyer would pay on comparable terms, adjusting for that difference can reduce the earnings used to value the business. If the company has been paying more, the adjustment can run the other way. Compare the full occupancy cost and show buyers exactly how you made the adjustment.
Is leasing the property to my buyer usually worth more than selling it?
The answer depends on the expected rent, tenant strength, property expenses, taxes, vacancy exposure, and your need for cash. Compare after-tax sale proceeds with the equity and cash flow you would retain. Include realistic capital reserves and look at how easily the building could be leased to another operator.
Can the buyer use SBA 504 financing for my building?
An eligible buyer may use SBA 504 financing for qualifying real estate. The lender and Certified Development Company will review the project and the borrower, including use of the premises and required occupancy. Ask the buyer to confirm how it plans to fund the operating business and the property as part of its offer.
What should I provide before a buyer evaluates both options?
Bring the current lease or related-party rent record, a breakdown of building expenses, property ownership and loan records, and any reliable market-rent evidence. Include planned repairs and whether you expect to keep using any space. Those details help the buyer and your advisers compare the two structures on the same assumptions.