Partnering with Five Star

Our process is designed to be straightforward and respectful of your time. It begins with a mutual Non-Disclosure Agreement (NDA) to protect both parties, followed by an initial questionnaire to understand your business. From there we move toward a verbal offer, a Letter of Intent (LOI), and ultimately a signed Asset Purchase Agreement at closing.

• Step 1: Mutual NDA signed by both parties
• Step 2: Initial questionnaire completed by seller
• Step 3: Any follow-up questions or clarifications
• Step 4: Verbal offer extended by Five Star
• Step 5: Letter of Intent (LOI) signed — exclusive negotiations begin
• Step 6: Due diligence — in-depth review of financials, equipment, accounts, and operations
• Step 7: Asset Purchase Agreement signed at closing

The NDA protects both parties. Sensitive business information — customer lists, revenue data, operational details — gets exchanged. The mutual NDA ensures that information stays confidential regardless of whether a deal ultimately happens. It's a sign of good faith on both sides before any serious conversation begins.

The questionnaire covers the essential information we need to understand your business and begin forming a picture of value. Specifically, you can expect to provide:

• Basic financial information — total revenue and a high-level view of your financials
• Business mix — breakdown by service type (vending, micro-markets, office coffee, pantry, etc.)
• Top 20 customers by line of business — without account names; we're looking at size and mix, not identities
• Business structure — whether you're organized as a corporation, LLC, sole proprietorship, partnership, etc.

Depending on the complexity of the deal, we may need to go a bit deeper on financial data before moving to a verbal offer. If that's the case, we'll let you know exactly what we need and why.

The LOI signals that both parties have agreed on the fundamental structure of the deal — price, key terms, and timeline. Once signed, we enter an exclusive negotiation period, meaning you agree to work only with Five Star toward closing and not pursue other buyers during that window.

The LOI is not the final binding contract — that's the Asset Purchase Agreement — but it is a serious, good-faith commitment from both sides that we're going to see this through together.

From the initial NDA to a signed LOI can take anywhere from a few weeks to a couple of months. Once the LOI is signed, our target is to reach closing within 90 days. That window covers due diligence and legal documentation. As a cash buyer, Five Star does not have financing contingencies that could slow down or complicate the closing process.

Valuation in the breaktime solutions industry is typically based on a combination of factors including annual revenue, EBITDA (earnings before interest, taxes, depreciation, and amortization), account quality, equipment condition and age, geographic territory, and contract tenure. The initial questionnaire helps us form a preliminary picture, which leads to our verbal offer.

After reviewing your completed questionnaire — and any follow-up responses — we typically move to a verbal offer. We aim to provide this promptly so you're not left waiting. The verbal offer outlines the general terms before we formalize anything in writing with the LOI.

The verbal offer reflects our best estimate based on the information provided. In some cases, due diligence may surface details that adjust the final figure — positively or negatively. We're always transparent about what drives any changes, and we aim to have no surprises at closing.

We evaluate staffing needs on a case-by-case basis. In many acquisitions, retaining experienced employees is a priority — they know the accounts, the routes, and the customers. The specifics of employee transition are typically addressed during due diligence and reflected in the Asset Purchase Agreement.

Existing accounts and contracts are a core part of what we're acquiring. Five Star is committed to maintaining service quality and honoring existing relationships. Customer communication and transition planning are handled carefully to minimize disruption and protect the goodwill you've built.

In most cases, yes — sellers are asked to help with the transition after closing. This typically doesn't mean returning to day-to-day operations, but rather helping ensure that the service levels your customers have come to expect are maintained without interruption.

The most important thing to us during a transition is preserving the relationships you've built. You know your customers, and a warm handoff goes a long way. Whether that's making introductions, being available for questions, or simply lending credibility to the new team, your involvement during the transition period makes a real difference.

We're focused on operators in the breaktime solutions space — vending, micro-markets, office coffee service, pantry service, and related refreshment businesses. We're interested in a wide range of sizes and geographies, and we evaluate each opportunity on its own merits. If you're unsure whether your business is a fit, reach out — the NDA and questionnaire process costs nothing and answers that question quickly.

Five Star is an industry leader — we understand the business from the inside. Over the past 10 years, we've completed more than 60 acquisitions. That experience has taught us what a smooth transition looks like, what pitfalls to avoid, and how to treat sellers with the respect they deserve.

Our acquisitions are strategic and long-term, not financial engineering. We have the operational infrastructure to absorb businesses efficiently, and we approach every deal with hard-won knowledge of what works — and what doesn't. We take our reputation seriously, and it shows in how we conduct every transaction.

Absolutely. The mutual NDA we sign at the very first step exists precisely to protect your confidentiality. We will not discuss your interest in selling with employees, customers, competitors, or anyone else. Discretion is a foundational part of how we operate.