Grocery Store Business Broker · HedgeStone Business Advisors · Jason Taken
Last updated 2026-09-04
Mark the schedules before you negotiate another point of multiple. Then book a confidential intro with the license list, lease, wholesaler page, and inventory-count rules so the paper matches the box. An asset purchase agreement is the binding contract that lists purchased assets, excluded liabilities, indemnities, and closing conditions. Grocery APAs need exhibit-level license, inventory, employee, and wholesaler-consent schedules, not a generic retail form.
The longer reading is asset purchase agreement essentials. This page is how an APA works on a grocery close, and what civilians miss.
An asset sale buys listed assets — inventory, equipment, name, leasehold rights, and licenses to the extent transferable — rather than the stock of the company. Most independent grocery deals are asset sales so the buyer can step up basis and leave entity liabilities behind. A stock sale can still be the right tool when licenses, contracts, or tax facts make it so; that is a counsel call, not a slogan.
Price language on this site is still recast SDE times a defendable multiple plus inventory at cost. BizBuySell’s grocery/supermarket sold sample averaged a 3.38 earnings multiple in 2025, with a 2021–2025 IQR of 1.60–3.15. The APA does not set that multiple. The APA says what the multiple is buying. If the APA is silent on unsellable product, excluded coolers, or a personal lottery contract, you bought an argument.
SBA 7(a) can fund a change of ownership, with a $5 million maximum loan amount, when the borrower is creditworthy with a reasonable ability to repay. Lenders who fund asset purchases still want the APA to match the use of proceeds: business assets, inventory, and working capital as the authorization allows. A sloppy excluded-asset list is how a wire gets short.
The front of the APA is the business deal: price, deposits, indemnities, reps, close date. The store lives in the exhibits. Purchased assets: equipment, vehicles if any, customer lists, trade name, telephone, domain, social accounts, vendor numbers to the extent assignable. Excluded assets: seller’s entity, personal autos, cash in the drawer unless you bargained for it, real estate if it is a separate deed, licenses that cannot convey. If the building conveys, that is usually a second contract.
Contracts: primary wholesaler, DSD vendors, equipment leases, alarm, waste, pest, banner program. Wholesaler over-advances and personal guarantees do not disappear because the APA is titled “assets.” Read the agreement and write consent as a condition. Employees: who is offered a job, who is not, whether any UFCW contract exists, whether WARN could apply on a larger headcount file. Most single-store independents are not WARN-covered; confirm before ignoring it.
Non-competes have to be enforceable in the state and narrow enough to keep. Transition hours belong in the APA or an exhibit if meat, produce, or a language-specific book is the traffic engine. See what is a fair transition period. Holdbacks exist because grocery has shrink and successor tax risk. Write the holdback trigger, the duration, and who decides a claim.
Inventory is cash at close, not a multiple. The APA should say sellable stock at cost, by department, with rules for dated, damaged, and house-use product. Who pays the count crew. How a dispute is resolved at 2 a.m. FIFO versus a messy room is how you start a fight in the cooler. See how inventory gets paid at closing and how much is inventory at close. The LOI should already have said this; the APA repeats it so it is enforceable.
USDA FNS: a SNAP permit is valid only for the location and owners on record. The new owner may not use the seller’s permit and must file a new application. The APA should condition close on lease assignment and on the buyer’s ability to apply for SNAP — not on SNAP already being approved in the seller’s name, which FNS will not do. Seller cooperation with the application is a covenant. Budget downtime in cash.
Alcohol is a class, a quota, or a control-state privilege. NABCA lists seventeen control states (eighteen control jurisdictions when counting Montgomery County, Maryland). The alcohol agency must approve the incoming licensee. Tobacco sits with tax and health agencies. Food permits sit with the local health department. Lottery is often personal. None of those ride “automatically” because the APA says “including all licenses.” List them. Condition them. See what licenses do I need under new ownership.
Lease assignment is a close condition. Exclusive use and co-tenancy should be confirmed, not assumed. If the landlord’s consent is delayed, the APA needs a walk right or an extension mechanic.
UCC Article 6 bulk-transfer statutes have been repealed in most states. That does not mean there is no tax successor risk. States may still impose sales-tax successor liability, a bulk-sale notice to the revenue agency, or a tax-clearance practice on asset sales. Confirm the current notice and any escrow holdback with counsel and the state revenue agency. See bulk sales and tax clearance. Put clearance in escrow language, not in a handshake.
Purchase-price allocation (Form 8594 territory) is a CPA job. Inventory, equipment, intangibles, and a covenant not to compete have different tax lives. Do not invent the split in an email. Earn-outs on grocery are hard because the buyer controls mix after Monday; if you use one, define mix and who can change it.
Comparing APA drafts means cash at close, inventory treatment, license conditions, holdbacks, and note terms — not which counsel used a longer template. Distressed stores still have inventory and a lease; the APA should price those, not a turnaround novel.
Book a confidential intro with the marked-up exhibit list. Jason Taken at Grocery Store Business Broker (HedgeStone Business Advisors) will tell you whether the paper still has holes a grocery close cannot survive. Bring the license list, the count rules, and the wholesaler page so the conversation is the schedules, not a template war. Read how a sale works so the APA sits at the end of a process you already started in the LOI.
Use this napkin recast on What is an asset purchase agreement? when you book the call. It is labeled illustrative. BizBuySell's 2025 grocery sold-business earnings multiple averaged 3.38, with a 2021-2025 IQR of 1.60-3.15.
| Input or output | Illustrative figure |
|---|---|
| Weekly sales (illustrative) | $78,000 |
| Annual sales | $4,056,000 |
| Recast SDE | $190,632 (4.7% of sales) |
| Inventory at cost | $338,000 (~12 turns) |
| Occupancy check | $121,680 / year (3.0% of sales) |
| Low going-concern | $747,859 at 2.15x SDE + inventory |
| High going-concern | $909,896 at 3.00x SDE + inventory |
| Sketch DSCR on a note | 1.40 |
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.
Print these, mark them up, and bring the marked copy to the intro. They are educational. They are not a valuation letter and not a listing. All downloadable guides.
Have the file ready so the hour is a recast, not a scavenger hunt. Then pick a time.
Get a specialist on the other side of the table
Grocery deals turn on licenses, inventory, and a recast a lender will believe. Book the intro and bring the file.
Book an Intro Call With Jason TakenMost independents sell assets so the buyer takes listed equipment, inventory, and going-concern items without the entity’s old liabilities. A stock sale can still make sense with counsel; it is not the default grocery form.
No. USDA FNS will not put the permit in the buyer’s name while the seller still owns the store. Condition close on lease assignment and on the buyer’s ability to apply, plus seller cooperation — not on a finished FNS decision.
In an exhibit and in a count procedure: sellable stock at cost, unsellable rules, who pays the crew, how disputes resolve. Retail tags are not the price. The APA should repeat what the LOI already said.
No. Bulk-transfer statutes have been repealed in most states; sales-tax successor liability and tax-clearance practice can still sit on an asset sale. Confirm the revenue agency and put clearance in escrow language.
Counsel drafts. Operators mark. Bring the license list, wholesaler agreement, lease, and count rules to a confidential intro at /book/ so the paper matches the box.
Start a confidential grocery conversation
Whether you are exiting or acquiring, pick a time and we will talk through the file.
Book an Intro Call With Jason TakenThis page is educational information from Grocery Store Business Broker (HedgeStone Business Advisors). It is not legal, tax, or investment advice. Licensing, tax, and financing rules vary by state and deal. Confirm every item with counsel and your lender before you sign.
Ready when you are. Jason Taken will talk through the file.
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