Why would you FSBO your brokerage?

Tell me, how much time do you spend telling your clients why they shouldn’t go FSBO—and then, when it’s your turn, you try to sell your brokerage yourself. That’s insanity. You know real estate transactions. You know pricing, presentation, negotiations, and how to keep a deal on track. But an M&A deal is not a listing agreement with extra zeros. It’s a different game with different rules, different players, and different risks. Do you know how to value your business using normalized EBITDA with defensible add-backs? Do you know which buyers will pay a premium for your model and which will waste your time? Do you know how to structure a deal so the “headline price” doesn’t evaporate through working-capital pegs, earn-out hurdles, indemnities, and post-close retrades?

Selling a brokerage is not about finding “a buyer.” It’s about running a disciplined process that creates competition and gives you leverage. The right process starts with a readiness check: cleaning financials, normalizing owner comp, mapping revenue streams, and proving repeatability. Buyers don’t pay for hope; they pay for durable cash flow. That means documenting agent retention, productivity by cohort, split trends, recruiting pipeline, market share by micro-area, and the stickiness of your technology stack and vendor contracts. If you have affiliated mortgage or title, the capture rates and compliance guardrails matter. If you lease your building to the brokerage, the lease terms, options, and assignability matter. Every detail changes value or risk. Miss one, and you give away money.

Valuation is not a multiple pulled from a rumor mill. A credible valuation profiles your business model (traditional, capped, 100%, team-heavy, boutique luxury, rural coverage), your margin physics, and your growth drivers, then matches them to the current buyer universe. Strategic buyers, roll-ups, private equity platforms, family offices—they all price risk differently. The same EBITDA can trade at different outcomes depending on your leadership bench, your agent contract language, your compliance posture, and your post-close integration plan. Get the “why” behind the number or you’ll negotiate the wrong points and lose real dollars.

Then there’s the market. Quietly approaching one or two buyers feels safe, but it strips away leverage. A structured outreach under NDA, with a teaser and a clean, data-rich CIM, reaches the right buyers without broadcasting your intent. That protects confidentiality with agents and competitors and puts you in front of decision makers who can actually transact. Serious buyers expect a professional data room with financials, agent rosters (de-identified until LOI), contract summaries, policy manuals, E&O history, vendor obligations, MLS and franchise agreements, and QofE-ready reporting. If you’re not prepared, diligence turns into a scavenger hunt, momentum dies, and the price gets chipped away.

Terms matter more than the price printed in the LOI. What portion is cash at close versus seller note or rollover equity? How is the earn-out measured, and do you actually control the levers needed to hit it? What are the non-compete, non-solicit, and employment terms for you and your key leaders? What is the working-capital target, and how will seasonality be treated? What indemnities survive and for how long? What is escrowed and under what triggers? How will the buyer handle agent contracts, branding, and retention bonuses? These are not afterthoughts; they are the difference between “looked good on paper” and “money in your bank.”

You also need a plan to keep your business running during the process. Owners who try to DIY the sale end up managing a deal during the day and the company at night. Revenue softens, culture wobbles, and your negotiating position weakens right when buyers are testing your resilience. A dedicated M&A advisor shields you from tire-kickers, manages timelines, corrals diligence, and keeps the process moving so you can focus on performance. It’s the same logic you use with your sellers: handle the work, reduce the risk, and net them more at close.

REMA exists for this moment. We focus solely on real estate businesses—brokerages, title, mortgage, and PropTech—and our focus is the transaction itself: negotiating, structuring, and closing deals. We represent sellers only, so there’s no confusion about whose side we’re on. We build a valuation grounded in what buyers are paying today, we prepare the story the market will pay for, and we stage a competitive, confidential process to protect your leverage. We know which buyers move fast, which retrade, which integrate well, and which will be a culture car crash for your agents. That saves months and preserves dollars.

Here’s how a clean process feels. First, a quiet assessment to set expectations and fix value leaks. Second, a real valuation with the evidence to defend it. Third, targeted outreach to qualified buyers under NDA with a professional CIM and timeline. Fourth, parallel LOIs to sharpen terms, not just price. Fifth, tight diligence with a pre-built data room and a clear cadence. Sixth, final documents that match your goals—cash at close where it matters, upside where you have control, protections where you carry risk. Throughout, we manage communications so your agents don’t panic, your competitors don’t circle, and your numbers don’t sag.

Could you call a friendly competitor or two and hash out something on a napkin? Sure. That’s FSBO logic. It works until it doesn’t. When a buyer moves the working-capital target, or asks for a personal guarantee on an earn-out you don’t control, or insists on indemnities that survive for years, you’ll wish you had leverage and a team that does this every week. Your clients hire you to avoid bad outcomes and to get to the best possible one. Apply the same standard to the biggest transaction of your career.

If you’re thinking about selling in the next 6–18 months, start now. Clean your financials. Tighten agent agreements. Document processes. Resolve any lingering compliance issues. Map your leadership continuity plan. Then talk to REMA. We’ll tell you what buyers will pay for, what they’ll discount, and how to build a process that protects your value and your time. No gloss. No games. Just a disciplined path from interest to signed wire.

CHECKLIST OF TO-DO's

Strategy and goals

•  Define your goal: full exit, majority recap, or growth partner.

•  Set non-negotiables: cash at close target, role post-close, brand treatment, key staff to retain.

•  Pick a 6–18 month window and avoid launching major distractions during the process.

Financial readiness

•  Close and clean YTD monthly financials; ensure accrual accounting.

•  Prepare 3–5 years of P&L, balance sheet, cash flow, and tax returns.

•  Normalize EBITDA: remove one-time/non-operating costs; document add-backs with invoices.

•  Build a monthly revenue bridge (GCI → Company Dollar → EBITDA) for 36 months.

•  Create seasonality and pipeline views (listings, pendings, closings).

•  Draft a working-capital schedule with clear methodology (AR, AP, deposits).

•  Identify and fix value leaks (owner perks in ops, non-core costs, duplicate software).

Quality of Earnings (QofE) prep

•  Reconcile agent count, productivity, and splits to revenue.

•  Segment margins by office, team, and business line.

•  Tie bank statements to revenue recognition for spot months.

•  Pre-collect backup for all material add-backs.

Corporate and legal

•  Confirm entity structure, cap table, and any minority rights; collect operating/shareholder agreements.

•  Inventory all DBAs, domains, trademarks; gather registrations and renewals.

•  Summarize any litigation/E&O claims and outcomes (5 years).

•  Ensure state licensing, brokerage supervision, and MLS status are clean and current.

•  Pull franchise/affiliate agreements; note change-of-control language.

Agent and talent

•  Export current roster with join dates, production, split, and tenure.

•  Flag top producers/teams and map retention risk.

•  Standardize independent contractor agreements; confirm non-solicit/non-disparage language.

•  Prepare a retention plan concept (bonuses, milestones) for key agents/staff.

•  Document org chart, roles, compensation, and any variable comp plans.

Operations and KPIs

•  Produce 24–36 months of core metrics: agent count, churn, GCI/agent, company dollar %, recruiting, net agent adds, capture rates (if mortgage/title).

•  Outline recruiting and onboarding playbooks.

•  Document compliance processes: escrow handling, trust accounts, file audits, policy manuals.

Technology and vendors

•  List all software (CRM, website, IDX, CMA, marketing, transaction mgmt); include contracts, renewal dates, and assignability.

•  Confirm data ownership and export rights for CRM/marketing lists.

•  Map integrations and any custom code; note who supports each system.

Real estate and facilities

•  Gather office leases, amendments, options, and assignment clauses.

•  If you own the building: prepare a proposed market-rate lease with terms.

•  Inventory FF&E by location; note what conveys.

Mortgage, title, ancillary

•  Provide ownership structure and compliance framework (MSAs, AfBA policies).

•  Share capture rates, revenue/margin by line, and referral sources.

•  List licensing and regulatory exams/findings.

Risk and compliance clean-up

•  Resolve outstanding trust account reconciliations or audit findings.

•  Remove personal expenses from the business going forward.

•  Update insurance (E&O, cyber, GL) and collect COIs/policies.

•  Verify independent contractor classification aligns with state requirements.

Data room (build it now)

•  Corporate: entity docs, cap table, minutes, shareholder agreements.

•  Financial: monthly financials, tax returns, bank statements (spot months), AR/AP aging, working-capital schedule.

•  Ops: policy manuals, procedure docs, training materials, recruiting playbooks.

•  Legal: contracts (franchise, MSAs, leases, vendor), IP, licenses, litigation/E&O history.

•  HR/Agents: de-identified agent roster + metrics, comp plans, IC templates.

•  Tech: contract PDFs, SOWs, renewal calendar, integration map.

•  Sales/Marketing: lead sources, conversion metrics, campaign snapshots.

•  Compliance: audit reports, trust account reconciliations, privacy/security policies.

•  Create a clear index; name files consistently; control access with NDAs.

Valuation and story

•  Draft a fact-based business overview (model, markets, differentiation, growth levers).

•  Identify durable revenue drivers vs. one-time spikes.

•  Prepare a 12–24 month forecast tied to real assumptions (recruiting, retention, splits).

•  List realistic synergies for strategic buyers (footprint, tech, back office).

Go-to-market materials (under NDA)

•  One-page teaser (anonymous) with key metrics and highlights.

•  CIM outline: company snapshot, financials, KPIs, operations, tech, legal, growth plan.

•  Buyer list draft: strategics, platforms, roll-ups, family offices; note fit and red flags.

Deal mechanics readiness

•  Decide your preferred structure (asset vs. stock) with tax advisor input.

•  Define cash vs. rollover equity vs. seller note targets.

•  Set guardrails for earn-out metrics you can actually control.

•  Outline acceptable non-compete/non-solicit terms and duration.

•  Prepare a communications plan for agents/staff timed to signing/close.

Owner time and business continuity

•  Assign an internal deal coordinator to gather docs and maintain the data room.

•  Protect operating cadence: recruiting goals, listing pipeline, culture rhythms.

•  Track weekly “deal vs. ops” time so the business doesn’t dip during diligence.

Quick fixes (do these first)

•  Cancel unused software and ghost subscriptions.

•  Standardize agent contract templates and signature process.

•  Centralize vendor contracts and note 30/60/90-day outs.

•  Clean CRM data; remove duplicates; tag top producers and enterprise accounts.

•  Eliminate owner-only hacks—document processes others can run.

Advisors

•  Pick an M&A advisor with active buyers in real estate.

•  Loop in a transactions CPA and attorney experienced in lower-middle-market deals.

•  Align advisors on valuation method, timeline, and confidentiality.

Red flag sweep (fix before buyers see it)

•  Negative churn masked by aggressive recruiting incentives with short tails.

•  Over-reliance on a few mega-producers without agreements.

•  Earn-out-only historical “sales” showing up as revenue.

•  Non-assignable key contracts or leases.

•  Unresolved agent disputes or pending compliance issues.