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Mergers & Acquisitions in Florida: A Practical, Miami-Dade–Focused Guide for Buyers and Sellers

Who This Guide Is For

• Florida owners preparing to sell within 6–18 months
• Strategic and financial buyers evaluating small–middle market targets in Miami-Dade
• Roll-up platforms, add-on acquisitions, and carve-outs
• Cross-border investors entering the U.S. via a Florida beachhead
• Franchise transfers and multi-unit operators consolidating or exiting

Deal Strategy: Start With the “Why,” Then Pick the “How”

• Asset Purchase (APA): Buyer picks assets and assumes listed liabilities. Cleaner risk profile and potential step-up in basis. Watch consents for leases and key contracts, sales tax on tangible assets, and employee transitions.
• Equity Purchase (SPA): Buyer acquires shares/units and everything inside. Smoother continuity for customers, permits, and employees; higher diligence burden and stronger reps/indemnities.
• Mergers & other hybrids: Useful for multi-owner entities and complex cap tables, or to achieve specific tax outcomes.
• Real estate split: If property is involved, decide whether it’s included, leased back (sale-leaseback), or retained by seller.

Letter of Intent (LOI): Lock the Economics, Save Legal Fees

• Price & adjustments: Cash-free/debt-free mechanics, debt treatment, and working capital target (peg) with a clear calculation method.
• Structure: Asset vs. equity; treatment of real estate; concept of escrow/holdback; earn-out framework if needed.
• Exclusivity: No-shop period long enough to complete diligence and financing.
• Employment/transition: Offers for key managers, consulting terms for sellers, and non-compete/non-solicit basics.
• Consents: Landlord, franchisor, major customers/vendors, and lender approvals.
• Regulatory and license plan: If healthcare, food, transport, or financial services are involved, outline who does what and when.
• Tax posture: Allocation principles (for APAs) and potential elections (for SPAs) flagged for later drafting.
• Timeline: Target signing, closing, and an outside date.

Diligence: Prove the Story Before You Pay for It

• Formation docs, bylaws/operating agreements, capitalization tables, options/SAFEs/notes, and all required consents.
• UCC and lien searches, litigation and judgment searches, franchise agreements and FDD items where applicable.

• Three years of financials, bank statements, quality of earnings (QoE) if deal size warrants, AR/AP aging, customer concentration, seasonality, and normalized add-backs.
• Federal/state/local returns; payroll and sales/use tax compliance; property tax; nexus issues for multi-state/online businesses.
• Working capital methodology with a realistic peg.

• Top customers and vendors (terms, renewals, termination rights, change-of-control clauses, exclusivity, most-favored terms).
• Leases (rent schedules, options, CAM practices, assignment rights, SNDA/estoppels).
• Marketing claims, chargebacks/returns (for consumer brands), and warranty exposure.

• State/county/municipal licenses; industry-specific permits (healthcare, hospitality, food, transportation, financial).
• Data privacy/security obligations and vendor DPAs; incident history.

• Offer letters, handbooks, contractor classifications, non-solicit/non-compete enforceability (role-tailored), and any pending HR claims.
• Commission/bonus plans (how earned, when paid, clawbacks).
• Benefits continuity, PTO liabilities, COBRA responsibilities.

• Trademarks, copyrights, patents, domain registrations, software licenses, and IP assignment from employees/contractors.
• Open-source policies, SaaS agreements, and security posture.

• For owned property: title, survey, zoning, open permits, code issues, insurance/wind/flood, and Phase I/II environmental where indicated.
• For leased property: full lease abstracts, consent paths, and operational constraints (access, build-outs).

Price Mechanics That Protect You

Reps, Warranties, and Indemnities—Your Sleep-At-Night Clauses

• Reps & warranties: Financials, no undisclosed liabilities, compliance with law, contracts, IP ownership, taxes paid/accurate, HR practices, environmental, and litigation status.
• Materiality scrape: For indemnity purposes, ignore “materiality” qualifiers so smaller breaches still count but pair with baskets/deductibles.
• Baskets & caps: Reasonable floor for claims and caps as % of price; carve-outs (fraud, fundamental reps, taxes) may have higher caps/longer survival.
• Survival periods: Often 12–24 months for general reps; longer for taxes and fundamentals.
• Indemnity mechanics: Notice, defense/control, settlement conditions, and setoff rights against earn-outs or escrows.

People & Culture: Retain the Value You Paid For

• Offers & onboarding: In APAs, employees transition to buyer via new offers; in SPAs, continuity is simpler but still document key roles.
• Stay bonuses or earn-outs for key staff to keep know-how during the first 6–12 months.
• Restrictive covenants: Seller principals typically sign non-compete/non-solicit/NDAs tailored to role, geography, and duration under Florida law.
• Handbooks & policies: Harmonize policies (harassment, confidentiality, device use, PTO).
• Benefits & payroll: Coordinate start dates, PTO carryover, and compliance clean-up.

Real Estate: Location and Lease Terms Can Make or Break the Model

• If buying the real property, align appraisal, title/survey, wind/flood insurance, and lender timelines with business closing.
• If leasing, negotiate assignment rights, delivery of SNDAs/estoppels, CAM caps, signage, and guaranty burn-offs. Tie rent commencement to realistic occupancy or permit milestones.

Florida/Miami-Dade Realities

• Hurricanes & permitting: Build force-majeure and inspection/permit timing into leases and construction-adjacent deals.
• Insurance markets: Wind/flood requirements can drive policy limits and endorsements—coordinate certificates before signing.
• Bilingual operations: Many teams and customers are Spanish-speaking. Bilingual contracts/policies help, while keeping English as the controlling version for enforcement.

Regulatory & Franchise Transfers

• Franchise deals: Expect franchisor approvals, training, transfer fees, and brand standards (technology, remodel obligations). Bake approvals into closing conditions and timelines.
• Regulated industries: Some permits don’t transfer. Use interim management agreements or sequence closings to avoid operating gaps. Set outside dates and special escrows tied to approvals.

Integration: Where Deals Succeed (or Stumble)

• New bank accounts, payroll, benefits, and vendor ACH instructions
• Customer notices and comms scripts (“nothing changes for you—here’s your enhanced service”)
• Access control, credentials, device policies

• Contract migrations, pricing harmonization, cross-sell plans
• Systems map (CRM, ERP, ticketing) and data clean-up
• KPIs: revenue retention, on-time delivery, employee retention, and customer satisfaction

Seller Preparation: Six Moves That Raise Price and Speed

• Clean financials with support for add-backs and customer-level revenue.
• Extend key contracts and insert assignment-friendly language where possible.
• Register trademarks and collect IP assignments from employees/contractors.
• Cure small issues now: open permits, minor litigation, lien releases.
• Retention plans for at-risk team members.
• Organized data room with clear indexing—speed builds buyer confidence and often improves price.

Buyer Readiness: Five Ways to Win Competitive Processes

• Financing lined up (SBA or conventional), with realistic lender timelines.
• Focused diligence that targets deal drivers, not “everything ever created.”
• Clean, decisive LOI with understandable price mechanics and a fair exclusivity window.
• Integration storyboard that reassures the seller about employees and customers.
• Professional references—especially in founder sales where legacy matters.

A 45-Day M&A Timeline That Actually Works (Typical)

• Days 1–7: LOI execution; kickoff calls; diligence request list; order title/lien searches; identify license/consent map.
• Days 8–21: Core diligence review; customer/landlord interviews (as permitted); preliminary red-flag memo; purchase agreement first draft.
• Days 22–30: Negotiate APA/SPA and ancillary agreements; refine price adjustments; lock escrow/earn-out mechanics; start consents and franchisor approvals.
• Days 31–38: Finalize diligence; complete insurance certificates and lender deliverables; integration day-1 checklist.
• Days 39–45: Execute definitive agreements; sign/close (or sign then close after regulatory approvals); Day-1 communications go live.

How We Help Buyers and Sellers Close With Confidence

• Strategy & structure: Asset vs. equity, price mechanics, tax-aware allocations
• Diligence: Targeted legal/commercial review; red-flag reports tied to contract terms
• Contracting: LOIs, APAs/SPAs, employment & transition agreements, lease/franchise transfers
• Regulatory & consents: Landlords, franchisors, lenders, and agencies—tracked with a closing checklist everyone follows
• Risk management: Reps/indemnities, escrows, RWI coordination, and dispute-prevention clauses
• Integration support: Notices, license filings, BOI reporting, and policy harmonization

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