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This post uses hypothetical scenarios for illustrative purposes only. It does not describe any actual client, transaction, or representation, and is not legal advice.

A common 2026 Florida marina M&A pattern looks like this: the letter of intent gets signed on a going-concern EBITDA multiple, thirty days go by while the buyer’s Q of E provider crunches slip revenue, and then someone finally opens the submerged land lease. That’s when the deal quietly stops being about EBITDA. The going-concern value of a Florida marina lives inside the water, not the upland — and the water is leased from the State of Florida under a document that most sellers haven’t looked at in years and most first-time buyers haven’t looked at ever. If you want the closing to hold, the submerged land lease and the environmental resource permit chain need to move to the top of the diligence stack, above the working capital peg and above the tenant estoppels.

The submerged land lease is the deal, not the upland

Nearly every commercial marina on Florida’s coast sits partially — sometimes almost entirely — over sovereign submerged land. The State of Florida owns that bottom under the Public Trust Doctrine, and the Board of Trustees of the Internal Improvement Trust Fund (better known as the Governor and Cabinet, staffed by the Department of Environmental Protection) leases it to marina operators under a standardized instrument managed through DEP’s Division of State Lands. When a founder sells a marina, that lease is the most valuable asset in the room. It is also the most conditional. It contains an assignment clause that almost universally requires DEP consent, a use restriction that ties the lease to specific approved wet-slip counts and boat lifts, and a rental structure that resets on transfer under a formula tied to the greater of a per-slip minimum or a percentage of gross revenues.

The first thing a sophisticated buyer’s counsel does on a Florida marina deal is pull the full lease file from DEP — not just the operative lease document but the amendments, the annual rent reports, the compliance letters, and any pending modification requests. It is not unusual to find that the seller has been operating for years with more wet slips than the lease authorizes, or with a boat lift array installed without lease amendment, or with a fuel dock that expanded past the permitted footprint. Each of those is a lease compliance issue that DEP can — and does — treat as a condition on consent. The buyer will price it. The seller who reads the lease before the LOI is the seller who gets to control the narrative when it comes up.

The DEP environmental resource permit chain

Behind the submerged land lease sits the environmental resource permit — the ERP — that authorized the docks, seawalls, boat lifts, dredging events, and stormwater work on the site. First, the ERP is a separate authorization that travels on a different consent track than the submerged land lease. Second, the ERP has its own compliance conditions, most commonly around seagrass mitigation, manatee protection, water quality monitoring, and dredge disposal. Third, the ERP is where nearly every “prior owner” problem lives — the unpermitted dock finger that a predecessor added, the seawall repair done under an emergency authorization that was never converted, the mitigation payments that stopped without a formal amendment. The buyer’s environmental consultant will pull the full ERP file from the DEP district office, cross-reference it against a current aerial, and flag every difference. That flag is where the price gets renegotiated.

For deals in the Florida Keys or along seagrass-heavy shorelines from Charlotte Harbor down through Biscayne Bay, add a fourth layer: the Coast Guard captain of the port, the National Marine Sanctuary permits where applicable, and, in a small number of cases, an Army Corps Section 10 authorization that also needs to be checked for compliance. Buyers who skip that chain are the buyers who end up funding a mitigation project two years later that a diligence review would have caught.

What the seller should pull before the data room opens

Sellers who are ninety days out from a marketed process have a real opportunity here — the process I’d run has three parts. First, pull the current submerged land lease and every amendment, run the actual wet slip count and lift installation against the authorized use, and either self-report and correct any material variance or document the position in a memo that goes into the data room. Second, pull the ERP and every modification, walk the site with the consultant, and prepare an as-built survey compared to the permitted footprint. Third, get a fresh signed compliance letter from the DEP district office confirming there are no open enforcement matters — those letters take four to eight weeks and buyers ask for them anyway, so pulling them pre-LOI removes a diligence delay while giving the seller a marketing asset. A marina that comes to market with a clean, pre-audited lease and permit file trades at a demonstrably higher multiple than one that comes to market with the buyer having to build that file from scratch during exclusivity.

What the buyer should price at LOI

On the buy side, the LOI is where the marina deal gets won or lost. The going-concern multiple is a starting point, not the number that survives to closing. The buyer’s LOI should reserve reprice rights against three specific items: any material variance between authorized and actual slip count, any material environmental compliance obligation identified during ERP diligence, and the transfer-triggered rent reset under the submerged land lease. That third item alone can move NOI by ten to twenty percent on a large marina, and it needs to be modeled at LOI, not discovered at signing.

The LOI should also condition closing on receipt of a DEP consent letter for the submerged land lease assignment and either an ERP transfer confirmation or a DEP letter confirming that no ERP modification is required to reflect the change of ownership. Sophisticated marina buyers write those conditions in as real conditions — not “commercially reasonable efforts” language — because DEP consent is genuinely outside the seller’s unilateral control, and the buyer needs the right to walk if it doesn’t come. This is very different from the standard Florida M&A asset deal, where most consents can be negotiated bilaterally. Here, the counterparty is the State of Florida, and the counterparty does not negotiate on the buyer’s timeline.

The tenant estoppel wall on long-term slip leases

Once the state-facing items are handled, the tenant-facing items pop up. Marinas with long-term slip leases — twelve months or longer — are subject to real assignment mechanics in each lease, and buyer’s counsel should run every wet slip contract for assignment language, notice requirements, and termination-on-sale rights. On a covered slip contract in particular, the tenant frequently has either a right of first refusal on any transfer or a termination right on change of control, and either one is a diligence red flag if the marina is being priced on the slip revenue stream. Estoppel certificates from every long-term tenant should be a closing condition — not for form, but because without them the buyer has no assurance that the assumed slip contracts are what the seller represents them to be. The estoppel process is also where the seller learns which tenants are quietly delinquent on side amenities, storage, or fuel accounts that don’t show up cleanly on the rent roll.

Why the closing gets delayed — and how to design around it

The typical Florida marina M&A timeline runs six to nine months from LOI to funding, and the long pole in the tent is almost always the DEP consent to the submerged land lease assignment. That consent is discretionary, it moves through district-office review and Tallahassee sign-off, and it frequently comes back with conditions the parties did not anticipate — a rent recalculation, a required lease modification to conform to actual site use, a mitigation obligation triggered by compliance file review, or a requirement to bring the ERP current before the assignment moves forward. The way to design around this is to file the assignment application before signing, run diligence in parallel with DEP review, and structure the purchase agreement to allow closing after diligence completes but before DEP consent — with a pre-closing operating agreement bridging the interim so the buyer runs the marina in the seller’s name until consent lands. That structure is complex to draft, but it has become fairly standard on marina deals larger than five million dollars in enterprise value, and it turns a nine-month process into a two-stage closing that shifts the DEP-timing risk to the buyer, where it belongs, while giving the seller cash certainty at signing. This is the same kind of structuring calculus that shows up when deal term allocation gets negotiated on any regulated-license target — the party that controls the timeline pays the cost of controlling it.

The final observation for both sides

A Florida marina is not a “small business with waterfront.” It’s a regulated concession from the State of Florida operating on public trust land under a lease that can be modified at the state’s initiative, subject to an environmental permitting overlay that follows the property forever, wrapped around a landside going-concern that is often the smaller part of the deal. Founders selling into this market should treat the submerged land lease and the ERP as their real product, not an afterthought — and buyers should treat them as the primary diligence stack, not a checkbox. The deals that close on time and at the LOI price are the ones where both sides did that work before the term sheet, not after. The relevant statutory framework for the submerged land program lives at Chapter 253 and the DEP is where the file work happens; every marina counsel should have the URL bookmarked.

If you are a founder preparing to sell a Florida marina or a buyer in diligence on a coastal target, feel free to reach out to my firm manager, Magda, at Magda@montague.law, or fill out our contact form. Mention you read this post.

— John