Does the APA assign my AWG, C&S, or UNFI book?
Not by itself. Most supply agreements bar assignment or require the wholesaler’s written consent. The incoming operator usually signs a new application and a new guarantee.
Often no, or only with consent. A primary wholesaler agreement — AWG, C&S, UNFI, SpartanNash, a regional cooperative — is usually personal to the member, the signed entity, and the people who guaranteed the book. The APA can list “supply contracts.” It cannot force a wholesaler to sell groceries to a stranger. Read the assignment clause, the guarantee, the over-advance, and the banner rules before the LOI treats the book as included.
Grocery Store Business Broker — Jason Taken at HedgeStone Business Advisors — sequences that consent after an NDA and a buyer who can fund, not as a vestibule rumor. Book a confidential intro when you want the supply file read against the recast. Bring the agreement and last month’s rebate statement if you have them.
FMI’s $1 trillion in 2025 supermarket sales moves through warehouses you do not own. Independents live on those terms. FMI’s 2.1 percent average net profit for food retailers in 2025 is thin enough that a dropped book, a worse rebate, or a called over-advance is not a rounding error.
Most supply contracts are personal
Open the agreement to assignment, change of control, and “member in good standing.” Those three paragraphs decide whether a sale is even possible on this fascia. Many cooperatives treat membership as non-transferable. The incoming operator applies, gets voted or underwritten, and signs a new guarantee. Some corporate wholesalers will consent to an assignment if the buyer meets credit. Some will not.
Do not confuse a customer number with an asset. The warehouse will keep delivering to the old entity until someone tells it to stop. After close, the old entity is not the store. If the buyer has no account, the next load does not come. DSD vendors — bread, soda, chips, some dairy — are a second set of accounts. They will keep rolling product in only if someone is paying them under a live account.
Sellers should not call the wholesaler the week they hire counsel. Employees and vendors learn. Sequence it: package the file, teaser quietly, NDA, then consent when a buyer is real. Read how to sell confidentially. Buyers should not tour the warehouse “as a friend of the owner” before they are under NDA. That is how the floor hears.
A stock sale can look like it keeps the account because the entity stays. Read the change-of-control clause anyway. Many books treat a sale of equity as an assignment. The wholesaler still gets a vote.
Guarantees, over-advances, and the banner
Personal guarantees are the credit. The seller’s guarantee does not vanish because the APA closed. The wholesaler will want the old guarantee until the new one is in, and may want both for a period. Get the release in writing. Do not assume a handshake at the warehouse door.
Inventory financing and over-advances are debt. They are not an add-back. If the warehouse has money in the stockroom, that balance has to be paid, assumed with consent, or netted at close. Recast SDE without pretending the over-advance was profit. Count sellable stock at inventory at cost on inventory night, then settle the warehouse’s lien separately.
Rebate calendars and drop incentives are often personal to the member’s volume. A buyer who keeps the fascia but misses the drop, or who splits volume across another book, can watch “extra” SDE disappear. Put continuing program charges in the recast if the buyer will keep the program. Strip them if the buyer will not.
The banner is a license to look like the group. It is not the real estate. If the buyer cannot keep the fascia, you have a rebrand, new tags, and a circular that no longer matches the store. That is a price cut and a working-capital hit. Read converting to a new banner before you promise the neighborhood the same name on Monday.
SBA 7(a) change-of-ownership loans go to a published $5 million maximum. Lenders still ask who will restock the store. A denied supply application is a DSCR event. So is a worse rebate calendar.
What consent actually looks like
Consent is an application, financials, sometimes a site visit, and a credit decision. This page will not invent a wait-day count. Warehouses move on their own credit committees. Start when you have a signed path and a buyer who can show capital. Write the consent as a walking condition if the store cannot live on DSD and random fill-ins.
Ask what the wholesaler will need from the incoming operator: personal financial statements, industry experience, and whether a first-time buyer is even in the conversation. Some groups want grocery operators. Some will take a well-capitalized outsider with a manager. Do not find out in week seven.
Multi-store sellers need a shared calendar. One store’s assignment can be easy while the second store’s drop minimum breaks. Rural boxes can be a good living and a terrible supply fit if the new owner will not hit the minimum. Those are different questions. Read rural small-town grocery if that is the format.
USDA FNS still requires a new SNAP application for new owners. Supply consent does not file SNAP. Do not let a warehouse letter become your license calendar. Put FNS, alcohol, food, and the wholesaler on one sheet. See what licenses you need under new ownership.
How a denied assignment changes price
If the buyer cannot get the book, you are selling a lease, some equipment, and a stockroom that will not replenish on the old terms. That is not the going concern on the CIM. Recast the offer: lower cash, a longer transition while a new wholesaler is set, or a walk. BizBuySell’s 3.38 average earnings multiple on 2025 grocery and supermarket sold businesses prices a store a buyer can operate. It does not price a stranded box.
Sellers can widen the buyer list to operators the wholesaler already knows. That is often the whole point of a quiet grocery process. Buyers can bring a relationship with another warehouse and price the conversion. Either path is better than pretending the customer number conveys.
Holdbacks exist because grocery has shrink and successor problems. A warehouse surprise is one of them. Write the supply mechanic into the LOI next to inventory rules and license conditions.
Book a confidential intro when you want Jason Taken to read the assignment clause against the recast. Bring the supply agreement, the guarantee page, and any over-advance statement. The parent guide is wholesaler and banner agreements when you sell. The seller hub and buyer hub put that consent back in the full sequence.
Worked math for Is my wholesaler agreement transferable?
These figures are a teaching walk-through for Is my wholesaler agreement transferable?, not a quote and not a sold comp. Order of operations: weekly sales, recast SDE, inventory at cost, then a multiple band.
| Input or output | Illustrative figure |
|---|---|
| Weekly sales (illustrative) | $108,000 |
| Annual sales | $5,616,000 |
| Recast SDE | $174,096 (3.1% of sales) |
| Inventory at cost | $351,000 (~16 turns) |
| Occupancy check | $134,784 / year (2.4% of sales) |
| Low going-concern | $699,192 at 2.00x SDE + inventory |
| High going-concern | $899,402 at 3.15x SDE + inventory |
| Sketch DSCR on a note | 1.38 |
If weekly sales or shrink move 8 percent, the SDE and the note move with them. That is why Jason Taken starts with scan data and the lease, not with a neighbor's rumor multiple.
Book the intro call with your side of the table ready: seller files or buyer capital. The calendar is the only next step.