How to Buy a Trucking or Logistics Company in 2026

This article is general information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.

A trucking company is financed in two layers of debt: equipment loans on the tractors and trailers, and a cash-flow loan on what the freight earns after fuel and drivers. Investor equity and the seller fill the gap. Both layers are sized on three questions: who drives the trucks, whose authority the loads run under, and who the customers are.

Why a fleet gets a split stack

A tractor has a title, a serial number and a resale market, so a lender can finance it on its own. The freight has none of those. It is a set of customer relationships that a cash-flow lender underwrites on the tax returns and the lane history. Both lenders are paid from the same cash. That is the whole problem.

Neither client file cited here is a trucking company, so read them for the method. Cody Sechelski worked with Raises.com® on the capital structure and lender sourcing for a family-run HVAC business in Texas. Dave Klivans, a real estate buyer, worked with Raises.com® to put his holdings into one data room. The model built for him ran across his personal and business entities, to show the DSCR his lenders required. A fleet needs the same model.

1. The equipment layer: every unit appraised on its own

Start with the equipment list: VIN, year, mileage, owner and lienholder for every tractor and trailer. Then sort it into three groups. Trucks the company owns are collateral. Leased trucks need the lessor's consent to move to a new owner, and trucks owned by owner-operators leased onto its authority are not the company's at all.

The equipment lender orders its own appraisal and lends on what the units would bring in a sale, which is why the maintenance records matter as much as the mileage. A fleet with deferred maintenance shows up after close as a repair bill. Ask for the shop records unit by unit. Read the existing equipment notes too, because each one is paid off or assumed at closing.

2. The authority and the safety record: the key-man test

A for-hire interstate carrier runs under a USDOT number and operating authority from the Federal Motor Carrier Safety Administration. Its safety record and its CSA scores attach to that USDOT number. In a stock purchase the legal entity keeps its number, its authority and its history. That includes the bad parts.

In an asset purchase the authority does not ride along by default. You either use FMCSA's transfer process or apply for new authority, and a new carrier pays more for insurance and waits longer for brokers and shippers to approve it. Price that delay into the deal. Get an insurance quote in the new owner's name before the LOI is signed. Federal rules in 49 CFR 387.9 set the minimum liability cover for general freight at $750,000.

The key-man test is the other half. Find out who dispatches, who handles safety and compliance, and who answers when the largest shipper calls. If every answer is the seller, the business fails the key-man test that Cody puts next to clean financials that agree with each other. Name a successor for each role before the lender asks.

3. Drivers: the retention test

Trucks without drivers earn nothing. The lender will ask how many drivers the company has, how long they stay and how they are paid. The answers sit in two years of payroll records by driver. A fleet that replaces most of its drivers every year has a hiring cost the income statement hides inside wages and recruiting.

Then audit the files you inherit. Federal rules in 49 CFR Part 391 require a qualification file for every driver, and Part 382 requires queries of the Drug and Alcohol Clearinghouse. A gap in those files becomes yours in a stock purchase. Check a sample of files before closing.

Owner-operators need their own read. Pull each lease agreement and see how the drivers are classified, because a misclassification claim follows the company and its new owner.

4. Customer concentration: read the contracts

Ask for revenue by customer and by lane for each of the last three years. A carrier hauling dedicated freight for two shippers depends on two purchasing departments. A carrier living on spot loads from brokers reprices every week. The lender underwrites those two risks differently. Show it which one you are buying.

Then read the contracts themselves. Look for the notice period on termination, the fuel surcharge clause that passes fuel costs through, and any clause that requires the customer's consent to an assignment or a change of control. A large shipper that can leave on short notice is a loan risk. Get its consent, or a renewal, before close.

5. The stack: an asset layer under the cash-flow loan

The equipment notes sit at the bottom. Above them is an SBA 7(a) loan up to its $5M cap, or a bank term loan. The cash-flow lender counts every equipment payment in its debt service coverage, so each truck you finance shrinks the term loan it will write. Size the two layers together, in one model.

Then check the receivables. Many small carriers factor their invoices, and the factor holds a lien on the receivables until it is paid. The payoff letter and the lien release belong on the closing checklist. An intercreditor agreement then sets which lender is paid from the trucks and which from the receivables.

Cody's capital came from a tournament across multiple capital firms, after months of moving goalposts, and the final lender quoted three weeks and took two. Run a fleet deal the same way. Send equipment lenders and cash-flow lenders the same data room and the same numbers, at the same time.

The seller note and investor equity fill what the debt leaves. Investors come in through an SPV under Rule 506(b) or Rule 506(c) of Regulation D. File Form D within 15 days of the first sale. Every owner of 20% or more signs a personal guaranty on an SBA loan. Settle the ownership split with the lender before you offer investors a stake.

Asset-based carrier vs freight brokerage

A brokerage has no equipment layer. Its stack is the cash-flow loan, the seller and investors, which puts more weight on the customer contracts.

Frequently asked questions

Does the MC number transfer when you buy a trucking company?

In a stock purchase it stays with the legal entity you bought. In an asset purchase you use FMCSA's transfer process or apply for new authority, so decide which before the LOI.

Can I use an SBA loan to buy a trucking company?

Yes, up to the $5M SBA 7(a) cap, when the company meets the SBA size standard for its NAICS code. For trucking that standard is set by average annual receipts.

Do lenders finance used trucks in an acquisition?

Yes, on the lender's own appraisal of each unit. Age, mileage and the maintenance records decide how much each truck carries.

What happens to a factoring agreement at closing?

The factor is paid off and releases its lien on the receivables, unless your new lenders agree to keep it. Get the payoff letter early.

Raises.com® builds the structure behind the purchase of a business or a building: the PPM, the subscription and operating agreements, the CFA financial proformas and the data room. That keeps the raise legally and financially sound. See how acquisition capital gets structured at https://raises.com/buy-a-business, or book a strategy call at https://raises.com/call.

General information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.