Exit strategy — selling the truck, transferring the MC, and cashing out

Why plan an exit before you need one

Most O/Os and small fleet owners exit reactively — health issue, burnout, better opportunity, spouse ultimatum. Reactive exits leave money on the table.

Planned exits capture 2–4x more value. The difference is whether you sell assets or a business.

The three exit paths

Path 1: Wind down — sell trucks, close MC

Who it fits: solo O/Os, 1–3 truck operators, anyone whose business is really "the operator + their truck"

What you sell: the physical assets. Truck(s), trailer(s), maybe office equipment.

What you close: the MC, DOT, LLC.

Timeline: 60–90 days.

Proceeds: whatever the truck is worth on the used market minus any loan payoff.

Path 2: Sell as a going concern

Who it fits: 3+ truck operators with dedicated freight, driver relationships, recurring revenue

What you sell: the whole business — trucks, contracts, DOT authority, driver roster, established broker relationships

Timeline: 6–12 months.

Proceeds: typically 3–5x SDE (Seller's Discretionary Earnings — profit plus owner's comp)

Buyers: other trucking operators looking to expand, private equity roll-ups, adjacent logistics companies

Path 3: Transfer to family or partner

Who it fits: parent-to-child, spouse buyout, business partner buyout

What transfers: entity ownership (LLC membership interests), typically over 3–10 years

Timeline: as slow as you want it.

Proceeds: structured — often installment sale to spread tax hit

Valuation math for going concerns

Small trucking companies (1–20 trucks) sell for 2.5x–5x SDE:

SDE calculation

• Net income (Schedule C or LLC K-1) + owner comp/W-2 wages + owner benefits (health, retirement contributions) + one-time expenses + depreciation on trucks that would need to be replaced anyway → SDE

Multiplier depends on

• Driver stability — long-tenured drivers = higher multiple
• Contract freight — dedicated freight (Amazon Relay, retail RFPs) = higher than 100% spot
• Truck age — newer fleet = higher
• Customer concentration — < 25% from any one broker = higher
• Owner involvement — if you drive one of the trucks, buyer subtracts your labor cost

Real examples (2026 market)

Example A: 3-truck spot-heavy operator, owner drives one truck

• SDE: $180,000
• Multiplier: 2.5x (owner drives, spot-only, no contracts)
• Enterprise value: $450,000
• Less truck loan payoffs: -$140,000
• Net to owner: $310,000

Example B: 6-truck Amazon Relay + dedicated, owner is manager only

• SDE: $380,000
• Multiplier: 4.2x (contracts, non-driving owner, tenured drivers)
• Enterprise value: $1,596,000
• Less truck loan payoffs: -$280,000
• Net to owner: $1,316,000

The MC transfer question

An MC number is technically not "transferable" to a new owner in the FMCSA sense — the new owner must file for their own MC.

But: you can sell the LLC (which owns the MC) and the MC stays with the LLC.

The trick

• Buyer purchases 100% of your LLC's membership interests
• MC and DOT stay with the LLC (same entity, new owners)
• File Form MCS-150 update within 30 days noting the ownership change
• File amended state LLC records showing new members

This is why "going concern" sales are worth more — buyer inherits the MC (with its history, insurance profile, and CSA scores) instead of starting from scratch with a 12-month new entrant audit.

Caveat: if the MC has bad CSA scores, high crash rate, or pending violations, the value is negative — buyer would rather start fresh.

The tax hit

Asset sale (Path 1)

• Truck sales create depreciation recapture taxed as ordinary income up to the depreciation you took
• Gain above cost basis is capital gain (long-term if held > 1 year)
• Sample: bought truck for $80k, depreciated to $10k basis, sold for $50k → $40k recapture (ordinary) + $0 capital gain

Entity sale (Path 2 as LLC)

• Sale of membership interests = long-term capital gains to seller (typically 15–20% federal)
• MUCH better than asset sale
• Buyer prefers asset sale (they get fresh depreciation), you prefer entity sale (lower tax)
• Deal structure typically compromises: partial asset, partial entity, or Section 338(h)(10) election

Bottom line: get a CPA experienced in small business sales involved 12+ months before you sell.

The 90-day sprint to sell (Path 2)

Month 1: prep

• Get 3 years of clean financials (P&L, balance sheet)
• Have CPA compile them (not just QuickBooks exports)
• Clean up owner-comingling (no more running personal expenses through the business)
• Document all contracts, driver rosters, standard operating procedures

Month 2: list

• Post on BizBuySell, Truck Paper, industry brokers (Sunbelt Trucking, Murphy Business)
• Or contact PE roll-ups directly (Zeus Logistics, Redwood, etc.)
• NDA required before sharing financials

Month 3+: negotiate

• Letter of Intent (LOI) — 30–45 day exclusive due diligence
• Due diligence — buyer's CPA reviews everything, they meet drivers, review MC history
• Purchase agreement — 60–90 days to close
• Close: escrow, wire transfer, key handoff

Total: 6–9 months typical for a clean deal.

The Path 1 wind-down checklist (60 days)

1. 1Notify brokers you're ceasing operations by [date]
2. 2Complete all pending loads
3. 3Sell trucks — Truck Paper, dealer trade-in, wholesale auction
4. 4Cancel insurance on delivery date of last load
5. 5File MCS-150 as "out of service" — voluntary revocation of MC
6. 6Cancel BOC-3 with process agent
7. 7File final IFTA return and cancel
8. 8File final state UCR if applicable
9. 9File final quarterly 941 (payroll) and W-2s to any drivers
10. 10File final 1120-S / 1065 / Schedule C for the year
11. 11Cancel state LLC registration (or file dissolution paperwork)
12. 12Close business bank accounts after 90 days of no activity

Retain all records 7 years — you can be audited that far back.

The transfer-to-family playbook

• Structure as an installment sale over 5–10 years — spreads tax hit
• Consider a grantor trust for estate planning if the business is worth > $2M
• Keep management transition realistic — 12+ months of side-by-side before you exit
• Your kid needs to work in the business for 2+ years before takeover — otherwise the business dies within 18 months

The mistakes that shrink your exit

1. 1Waiting until you're burned out to sell. Buyers can smell desperation. Discount: 30–40%.
2. 2Comingling personal expenses. Your P&L shows $180k SDE but really it's $130k when you take out personal cell phone, home office, family travel. Discount: 25%.
3. 3One customer = 50%+ of revenue. Concentration risk. Discount: 20–40%.
4. 4Old fleet with big CapEx due. Buyer subtracts the truck replacement they'll need to fund. Discount: dollar-for-dollar.
5. 5CSA scores > 60 in any BASIC. Buyer discounts or walks. Fix before selling.

Homework

• Decide which exit path fits — write it down
• Calculate your current SDE
• Estimate your enterprise value at 3x
• Identify the two biggest value-limiters and start fixing them
• Interview a CPA experienced in small business sales
• Set an exit horizon date — 3, 5, or 10 years

Course complete. You now have the operator playbook end-to-end.