Bud Brokers // Sell-Side Advisory
Public service. Private transactions.
Sell the license.
Keep the secret.
The engagement
What sell-side advisory is
Bud Brokers sell-side advisory covers transaction readiness and preliminary valuation, financial normalization, confidential teaser and CIM preparation, buyer identification and outreach, buyer qualification and proof of funds, NDA management, offer and LOI evaluation, commercial term negotiation, due diligence coordination, and transaction management through closing for licensed cannabis dispensaries, cultivation, processing, delivery and vertically integrated operators, in coordination with the seller's legal, tax, accounting, cannabis regulatory and real estate professionals.
How do I sell a cannabis business confidentially?
Eleven workstreams
What a Bud Brokers sell-side engagement includes
- 01
- Transaction readiness and preliminary valuation
- 02
- Financial normalization and deal preparation
- 03
- Confidential teaser and CIM
- 04
- Buyer identification and outreach
- 05
- Buyer qualification and proof of funds
- 06
- NDA management
- 07
- Offer and LOI evaluation
- 08
- Commercial term negotiation
- 09
- Due diligence coordination
- 10
- Transaction management through closing
- 11
- Professional coordination
Where the business stands today, what a buyer will see, and a defensible value range built from normalized after-tax cash flow, license scarcity, lease position and compliance history. Before anyone outside the room hears about it.
Add-backs, owner compensation, one-time items, and the reconciliation of state track-and-trace, POS, tax filings and federal returns into one story a quality-of-earnings team will accept.
An anonymous one-page teaser for first contact, and a Confidential Information Memorandum that tells the company's story the way a cannabis buyer needs to hear it: license, market, compliance, numbers, growth.
A targeted list of MSOs, regional operators, emerging operators and cannabis capital, contacted directly and discreetly. Never a listing. Never a blast.
Before any identifying information moves, a buyer proves they can close and can pass the state's ownership review.
Executed NDAs on file for every party who sees the CIM, access logged and revocable.
Price is one line. We model cash at close, seller notes, earnouts, real-estate treatment, working capital and the approval condition so every offer is compared on the same basis.
We negotiate the commercial terms; your counsel drafts and negotiates the legal ones. Both stay aligned to one timeline.
One request list, one data room, one point of contact, so the deal keeps moving while the store keeps selling.
Change-of-ownership filings, landlord consents, financing conditions and the closing checklist, tracked to the day.
Legal, tax, accounting, cannabis regulatory and real estate advisors working from the same timeline and the same data room.
An offer is more than a number
An offer is more than a number
| Criteria | What the line item is | How Bud Brokers models it |
|---|---|---|
| Cash at close | What actually wires the day approval lands, before any contingent consideration. | Confirmed against the buyer's funding source before LOI |
| Seller note | Common in cannabis because acquisition financing is limited. Rate, term, security and subordination decide whether it is a bonus or a risk. | Rate, term, security and subordination priced as risk, not bonus |
| Earnout | Deferred payment tied to future performance. Worth exactly as much as its metric, its period and the seller's control over the outcome. | Metric the seller controls, defined in accounting terms, with acceleration |
| Real estate | Sold with the business, sold separately in a sale-leaseback, or retained and leased to the buyer. The split changes price, taxes and the buyer pool. | Modeled with your tax advisor before a buyer proposes the split |
| Inventory and working capital | Usually purchased at cost on top of the price. The peg decides whether you leave cash in the business. | Peg set from trailing actuals so no cash is left behind |
| Escrow and holdback | Purchase price held back against indemnity claims, often sized around 280E and compliance exposure. | Sized to documented exposure, released on a schedule |
| Approval condition | Deposit, break fee, interim covenants and outside date, all written around your state's change-of-ownership timeline. | Deposit, break fee and outside date written around your state's clock |
Who this is for
Operators we represent
Full exit
Founders who want a full exit and a clean handover to an operator who can pass background review.
Partial exit
Owners who want to take chips off the table and keep a minority position in a larger group.
Partners
Partners who need a process that both sides trust and a regulator will approve.
Unsolicited offer
Operators who have received an unsolicited offer from an MSO and want to know what it is really worth.
Strategic fit
License holders whose store is worth more to a regional operator than it is to them.
Equity licenses
Social-equity and conditional licensees who need to understand exactly what their license can and cannot do in a sale.
We never publish a listing. Buyers first see an anonymous teaser that describes the business without identifying it. Only after an executed NDA, an approval and proof of financial capability does a buyer receive the CIM. Site visits are scheduled after hours or off-site. Diligence runs in a permissioned data room. Staff, landlords, vendors and the regulator learn about the sale on the schedule you and your counsel set.
Sell-side questions
Before you call
5 answered
- 01How long does it take to sell a cannabis business?
- Longer than a comparable non-cannabis business, because regulator approval of the new owners sits inside the deal timeline. Preparation runs weeks to a few months depending on how ready the records are. Marketing and negotiation commonly run several months. Approval and closing depend on the state and license type. We set a realistic timeline in the first meeting, not a hopeful one.
- 02Should I tell my budtenders and managers the store is for sale?
- Usually not until a deal is under contract and the timing is planned. Early disclosure risks attrition and weakens your position. A general manager or compliance lead may need to be brought in under confidentiality when a buyer requires management meetings; we plan that with you.
- 03What is a CIM in a dispensary sale?
- A Confidential Information Memorandum is the detailed document that presents your business to approved buyers under NDA: license and market, operations, compliance history, normalized financials, local search position, growth opportunities and reasons for sale. It follows the anonymous teaser and precedes management meetings.
- 04Do I still need a cannabis attorney and a CPA?
- Yes. We coordinate the commercial process; your attorney handles the purchase agreement and the change-of-ownership filings, and your accountant handles tax structure and 280E treatment. Everyone works from the same timeline and the same data room.
- 05What if I already have a buyer?
- A direct mandate is common. We value the business, structure the terms, run diligence and manage the approval timeline so the offer on the table becomes the deal that actually closes.
The first step asks for nothing
Tell us what you operate. We will tell you who wants it.
// notice
Bud Brokers provides business transaction and M&A advisory services. Bud Brokers does not provide legal, tax, accounting, investment, securities or regulatory advice. Services and transaction structures may vary by jurisdiction. Each party should retain its own qualified legal, tax, accounting and regulatory professionals. Nothing on this website constitutes an offer to sell or solicitation of an offer to purchase any security or licensed cannabis interest.