Self Storage Due Diligence: What Happens After You Accept an Offer

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Key Takeaways

• Due diligence is a 30–60 day period where the buyer verifies everything about your facility before committing to close. It’s normal, it’s necessary, and it’s manageable.
• The most common due diligence timeline is 45 days for standard deals and 60 days for larger or more complex transactions.
• Buyers will request financial records, conduct site inspections, order environmental and title reports, and analyze your tenant roll — all simultaneously.
• Fewer than 10% of deals that enter due diligence with qualified buyers fall apart. The ones that do almost always fail for the same 5–6 reasons.
• Sellers who prepare a due diligence package before going to market close faster, at higher prices, and with fewer retrade attempts.

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You’ve been through months of marketing, tours, and negotiations. You signed the Letter of Intent. The price is agreed. The terms look good. You should feel great.

Instead, you feel anxious — because now comes due diligence.

This is the phase that scares sellers more than any other. After the handshake, the buyer gets 30–60 days to dig into every detail of your facility: the financials, the physical condition, the environmental history, the title, the market, the tenant roll. And during that entire period, you’re wondering: are they going to try to renegotiate? Are they going to walk away? Did I miss something that’s going to blow this deal up?

Take a breath. Due diligence is predictable, manageable, and — when you’re prepared — almost routine. Our brokers have guided sellers through dozens of due diligence periods. The process follows a clear pattern, and the vast majority of deals that enter due diligence with a qualified buyer close successfully.

Here’s exactly what happens, day by day, and how to navigate it without losing sleep.

The Due Diligence Timeline: A Day-by-Day Overview

While every deal is different, the typical due diligence period for a self storage transaction follows a remarkably consistent pattern. Here’s how it usually unfolds:

Days 1–5: The Document Dump

Within 48 hours of executing the LOI (or Purchase and Sale Agreement), the buyer’s team will send you a due diligence request list. This will be a comprehensive document — often 3–5 pages — requesting everything from tax returns to roof warranties.

Don’t panic at the length. Most of these documents you already have or can obtain quickly. The buyer sends a comprehensive list because it’s easier to ask for everything upfront than to chase items one by one over 45 days.

What you’ll typically see on the request list:

Financial Documents:

• Trailing 12-month (T-12) income and expense statements
• Monthly revenue detail for the last 24–36 months
• Tax returns for the entity that owns the facility (3 years)
• Bank statements for the operating account (12 months)
• Current accounts receivable/delinquency report
• Security deposit records
• Current rent roll with unit-level detail (unit number, size, rate, move-in date, current balance)
• Rate increase history for the last 24 months
• Concession and discount records

Property Documents:

• Existing survey (or you’ll coordinate a new one)
• Existing Phase I Environmental Site Assessment
• Certificate of occupancy
• Building permits for any additions or modifications
• Roof warranty and inspection reports
• HVAC maintenance records and warranty documentation
• Elevator inspection certificates (if applicable)
• Fire suppression system inspection reports
• Pest control contracts and inspection history
• Capital expenditure records for the last 5 years

Legal and Regulatory Documents:

• Current property tax bills and assessment notices
• Insurance policies (property, liability, umbrella)
• Insurance claim history (5 years)
• Zoning verification letter or compliance documentation
• Any existing litigation (pending or threatened)
• Existing contracts: management agreement, vendor contracts, equipment leases
• Employee information: payroll records, employment agreements, benefits
• Any government notices or code violations

Operational Documents:

• Facility rules and regulations
• Tenant lease agreement template
• Lien sale procedures and history
• Marketing materials and website analytics
• Management software reports (SiteLink, storEDGE, etc.)
• Access control system documentation
• Security camera system specifications

This looks overwhelming. It’s not — if you’re organized. Most of this lives in your management software, your filing cabinet, and your accountant’s office. The sellers who struggle are the ones who’ve been running their facility informally and now need to reconstruct years of records under time pressure.

Days 5–15: Financial Deep Dive

This is when the buyer’s analyst goes to work. They’re building a financial model of your facility and comparing your reported numbers to the supporting documentation. Specifically, they’re looking for:

Revenue verification. Does your reported gross revenue match your management software reports? Do those match your bank deposits? Do your bank deposits match your tax returns? Any discrepancies — even small ones — will generate questions. The most common issue: cash payments that aren’t properly recorded, or personal expenses running through the facility’s operating account.

Expense verification. Are your reported expenses consistent month to month? Are there any unusual spikes or dips that need explanation? Do property tax amounts match the assessment notice? Do utility costs seem reasonable for the facility size? Are payroll costs consistent with the staffing you described?

Add-back scrutiny. If you’ve claimed add-backs (owner salary, personal expenses, one-time capital costs), the buyer will want documentation for each one. They’ll accept reasonable, documented adjustments. They’ll push back on anything that feels inflated or unsupported.

Tenant roll analysis. This is a critical piece of due diligence that many sellers underestimate. The buyer will analyze your entire tenant roster looking for:

• Rate distribution: What’s the range of rates being charged for similar units? Are long-term tenants paying significantly below street rate? (This is actually a positive — it shows rate-push opportunity.)
• Tenant tenure: How long have tenants been in place? A high percentage of tenants with 2+ year tenure is generally positive — it signals sticky demand.
• Delinquency: What percentage of tenants are past due? What’s the average days outstanding? What are your lien sale procedures?
• Concentration: Is any single tenant (commercial user) responsible for more than 5–10% of revenue? Revenue concentration is a risk factor.
• Occupancy by unit type: Which unit sizes are fully occupied? Which have vacancies? This tells the buyer where rate-push opportunities exist and where vacancy is a problem.

Expect questions. Lots of them. A typical due diligence period generates 50–100+ questions from the buyer’s team. This is normal. It doesn’t mean they’re unhappy or looking for an excuse to walk away. It means they’re doing their job.

Days 10–20: Site Inspection and Physical Due Diligence

While the financial deep dive is happening, the buyer will schedule a physical inspection of the property. This may involve multiple visits:

Initial site inspection (buyer’s team). The buyer’s acquisition director and/or asset manager will walk the entire property with a detailed eye. They’re not kicking tires — they’re evaluating every building, every drive aisle, every mechanical system. This typically takes 2–4 hours for a mid-size facility.

Professional property inspection. Many institutional buyers hire a third-party property condition assessment (PCA) firm. These are engineers who will inspect:

• Structural integrity (foundations, walls, framing)
• Roof condition and remaining useful life
• HVAC system condition and capacity
• Electrical systems and panel capacity
• Plumbing and drainage
• Paving condition
• ADA compliance
• Fire protection systems
• Elevator systems (if applicable)
• General site conditions (grading, drainage, erosion)

The PCA firm will produce a written report that includes a capital expenditure forecast — essentially a list of everything that will need repair or replacement over the next 5–12 years and the estimated cost. This report becomes a key negotiating document.

What a PCA typically costs: $3,000–$8,000 depending on facility size and complexity.

Common findings that generate discussion (but rarely kill deals):

Finding	Typical Cost	Negotiation Impact
Roof nearing end-of-life	$4–$8/SF to replace	Buyer may request credit or escrow
HVAC units past useful life	$5,000–$15,000 per unit	Usually absorbed in buyer’s capex budget
Paving needs resurfacing	$2–$5/SF	Buyer may request credit
ADA deficiencies	$5,000–$25,000	Buyer typically handles post-closing
Fire suppression issues	Varies widely	Can become a significant issue if code violations exist

Days 10–30: Environmental Assessment

The Phase I Environmental Site Assessment (ESA) is one of the most important — and time-consuming — pieces of due diligence. If you don’t already have a current Phase I (completed within the last 6–12 months), the buyer will order one.

What a Phase I involves:

1. Records review: The environmental consultant researches historical use of the property through government databases, historical aerial photographs, Sanborn fire insurance maps, city directories, and environmental agency records.

2. Site reconnaissance: A physical inspection of the property looking for evidence of environmental contamination — chemical storage, staining, drums, underground storage tanks, transformers (PCB risk), or evidence of fill material.

3. Interviews: The consultant will interview you (the current owner) and potentially neighboring property owners about the site’s history and any known environmental conditions.

4. Report preparation: The final Phase I report identifies any Recognized Environmental Conditions (RECs), Controlled RECs (CRECs), or Historical RECs (HRECs) and recommends whether further investigation (Phase II) is warranted.

Timeline: A Phase I typically takes 3–4 weeks from engagement to final report. This is often the longest single line item in the due diligence timeline, which is why getting one done in advance can save weeks.

Cost: $2,500–$5,000 for a standard Phase I.

What happens if the Phase I finds something:

If the Phase I identifies a REC — such as a former underground storage tank, evidence of soil contamination, or a neighboring dry cleaner that may have impacted your site — the buyer will typically request a Phase II investigation. This involves soil borings and/or groundwater monitoring wells to determine if contamination is actually present and, if so, how severe it is.

A Phase II costs $10,000–$50,000+ and takes 4–8 weeks. In most cases, the parties will agree to extend the due diligence period to accommodate the additional testing. This is a negotiation point — not an automatic deal-killer — but it does add time and uncertainty.

Days 15–35: Title and Survey

While financial and physical due diligence proceed, the legal track runs in parallel:

Title commitment. The buyer’s title company will issue a title commitment identifying:

• Current ownership and legal description
• Any liens, mortgages, or encumbrances on the property
• Easements (utility, access, drainage)
• Any restrictions or covenants
• Property tax status (any delinquencies)

What to watch for: Most title issues are routine and resolvable. But occasionally, problematic discoveries emerge: boundary disputes, unreleased liens from prior transactions, easements that affect planned expansion areas, or deed restrictions that limit use. These issues can usually be cured, but they take time.

Survey. If an existing survey is outdated (typically more than 5 years old) or doesn’t meet current ALTA/NSPS standards, the buyer will require a new one. A new ALTA survey costs $5,000–$15,000 depending on property size and complexity, and takes 2–4 weeks to complete.

The survey confirms:

• Property boundaries and total acreage
• Building locations relative to boundaries
• Setback compliance
• Easement locations
• Flood zone determination
• Encroachments (buildings, fences, or improvements crossing property lines)

Days 30–45: Resolution and Closing Preparation

The final stretch of due diligence is about resolving open items and transitioning from investigation to closing:

Due diligence objection letter. In most deals, the buyer will issue a formal list of due diligence findings and any associated requests: price adjustments, repair credits, escrows for identified capital needs, or additional representations in the Purchase and Sale Agreement.

This is the moment sellers dread — and it’s almost always less dramatic than feared. In our experience, the vast majority of institutional buyer objection letters request modest, reasonable accommodations. A buyer who’s spent 30+ days and $15,000–$25,000+ on third-party reports (Phase I, PCA, survey, legal fees) is motivated to close. They’re not looking for excuses to walk away. They’re looking for fair adjustments to reflect what they’ve discovered.

Negotiating due diligence findings. Your broker is critical here. The negotiation around due diligence findings is where experience matters most. A skilled broker knows:

• Which findings are legitimately material and require accommodation
• Which findings are standard due diligence noise that experienced buyers expect
• How to structure resolutions (price credits, escrows, seller repairs, as-is acceptance) that work for both parties
• When to push back firmly and when to concede gracefully

PSA finalization. The Purchase and Sale Agreement (which may have been signed at the outset or negotiated during the due diligence period) is finalized with any amendments reflecting due diligence findings.

Closing coordination. Title company prepares closing documents. Prorations are calculated (property taxes, prepaid rents, security deposits). Wire instructions are confirmed. Transition logistics are planned.

What Actually Kills Deals During Due Diligence

In our experience, fewer than 1 in 10 deals with qualified, institutional buyers fall apart during due diligence. But when they do, it’s almost always for one of these reasons:

1. Financial Discrepancies That Can’t Be Explained

This is the number one deal-killer. When a buyer discovers that reported revenue doesn’t match bank statements, or that expenses have been materially understated, or that occupancy claims don’t align with the management software data — trust evaporates instantly.

How to prevent it: Reconcile your financials before going to market. Have your accountant review the T-12. Make sure your management software, bank statements, and tax returns tell the same story. If there are explainable discrepancies (cash payments, seasonal adjustments, one-time items), document the explanations in advance.

2. Environmental Contamination

A Phase I that triggers a Phase II, which then confirms soil or groundwater contamination, is one of the few findings that can legitimately kill a deal. Remediation costs are unpredictable, timelines are uncertain, and the liability exposure can be significant.

How to prevent it: Know your property’s environmental history. If you’ve been on the site for decades, you likely know whether there were ever underground storage tanks, chemical storage, or industrial activities on or near the property. If there’s any question, get a Phase I done before marketing. A $3,000 Phase I is cheap insurance against a deal-killing surprise.

3. Title Defects That Can’t Be Cured

Unreleased liens from prior transactions, boundary disputes with neighbors, deed restrictions that prohibit the current use, or title clouds from inheritance or partnership disputes can all stall or kill deals.

How to prevent it: Order a preliminary title report before marketing. This costs a few hundred dollars and identifies any issues that need to be resolved before a buyer even enters the picture. Curing title defects proactively takes weeks; curing them under the pressure of a due diligence deadline takes the same amount of time but with much more stress.

4. Structural or Environmental Building Issues

This goes beyond normal wear and tear. We’re talking about foundation problems, major structural deficiencies, extensive water damage that’s been concealed, mold issues in climate-controlled buildings, or fire code violations that require significant remediation.

How to prevent it: Be honest with yourself about your facility’s condition. If you have a known issue — a section of roof that leaks every heavy rain, a building that’s settling, a drainage problem you’ve been managing with sandbags — disclose it upfront. Buyers can work with known issues. They can’t work with surprises.

5. Material Changes During Due Diligence

If your occupancy drops 5 points, you lose a major commercial tenant, or your revenue takes a noticeable hit during the due diligence period, buyers will reassess their pricing. The deal may not die, but you could face a retrade.

How to prevent it: Maintain normal operations throughout the sale process. Don’t stop marketing for new tenants. Don’t defer rate increases. Don’t change your operations in any way that might signal to a buyer that the business is deteriorating.

6. Buyer Financing Falls Through

This is less common with institutional buyers (who often purchase with cash or pre-arranged credit facilities) but can happen with private buyers using SBA loans or conventional bank financing. If the lender’s appraisal comes in below the purchase price, or if the buyer’s financial condition changes, the financing contingency can kill the deal.

How to prevent it: During the LOI phase, evaluate buyer credibility carefully. Proof of funds, track record of closed transactions, and lender pre-qualification letters all reduce the risk of financing-related failures. Cash buyers or buyers with existing credit facilities are the most reliable.

How to Prepare: The Seller’s Due Diligence Checklist

The single best thing you can do as a seller is prepare your due diligence package before you go to market. Sellers who do this close 2–4 weeks faster, face fewer retrade attempts, and generally achieve higher prices because they project competence and transparency.

Financial Preparation (Start 3–6 Months Before Marketing)

• Separate personal and business finances. If any personal expenses run through the facility’s accounts, stop immediately and document historical personal use for add-back calculation.
• Reconcile management software with bank deposits. Your revenue per the management system should match your bank deposits within a reasonable margin. Document any discrepancies.
• Prepare a clean T-12. Work with your accountant to produce a trailing 12-month income and expense statement that accurately reflects facility operations.
• Organize tax returns. Have the last 3 years of entity tax returns ready and ensure they’re consistent with your reported financials.
• Generate a detailed rent roll. Export a current rent roll from your management software showing unit number, size, type, monthly rate, move-in date, and current balance for every occupied unit.
• Document rate increase history. Pull a report showing all rate increases implemented over the last 24 months — dates, amounts, and affected units.
• Calculate economic occupancy. Know both your physical and economic occupancy numbers and be prepared to explain any gap.

Property Preparation (Start 3–6 Months Before Marketing)

• Order a Phase I Environmental Site Assessment. Even if you believe your property is clean, having a current Phase I in hand eliminates 3–4 weeks from the buyer’s due diligence timeline.
• Get a preliminary title report. Identify and resolve any title issues before marketing.
• Update your survey. If your existing survey is more than 5 years old, consider ordering a new ALTA/NSPS survey.
• Compile maintenance records. Organize roof inspection reports, HVAC service records, fire suppression inspection certificates, elevator certificates, and pest control reports.
• Address deferred maintenance. Fix what you can. A $15,000 roof repair done before marketing prevents a $50,000 price reduction during due diligence.
• Document capital improvements. Create a list of all capital expenditures over the last 5–10 years with dates, costs, and descriptions.
• Take inventory of systems. Document the age, condition, and warranty status of all major building systems: roof, HVAC, paving, electrical, fire suppression.

Legal and Operational Preparation

• Review all contracts. Gather copies of every existing contract: management agreement, vendor contracts, equipment leases, service agreements.
• Check zoning compliance. Confirm that your facility’s current use complies with current zoning regulations. If there’s been any zoning change since your facility was built, verify your grandfathered status.
• Review insurance coverage. Have your current policies ready and be prepared to share claim history for the last 5 years.
• Assess employee situation. If you have employees, gather payroll records, employment agreements, and benefit information. Understand the transition implications.
• Check for pending litigation. Any current or threatened legal actions must be disclosed. Resolve what you can before marketing.

What Due Diligence Feels Like (and How to Handle It)

Let’s be honest about the emotional reality of due diligence. Even when everything goes smoothly, it’s stressful. Here’s what to expect and how to manage it:

It Feels Invasive

Someone is going through your financial records, criticizing your property, questioning your management decisions, and second-guessing your operations. This is normal. It’s not personal. Every seller goes through this. The buyer isn’t trying to insult you — they’re trying to verify that what they’re buying matches what they think they’re buying.

How to handle it: Separate your ego from the transaction. You built something valuable — that’s why someone wants to buy it. The due diligence process doesn’t diminish what you’ve built. It confirms it.

The Waiting Is Hard

You’ll send documents and then hear nothing for days. You’ll answer questions and then get 10 more. You’ll wonder if the silence means everything is fine or everything is falling apart.

How to handle it: Set expectations with your broker about communication frequency. A good broker will proactively update you on where things stand, even when there’s nothing significant to report. “The buyer’s team is still reviewing financials, no concerns raised yet” is a perfectly good update.

The Retrade Attempt

In some deals, the buyer will use due diligence findings to request a price reduction. This is the moment that tests sellers the most. You agreed to a price. You’ve been cooperative through weeks of due diligence. And now the buyer wants to pay less.

Reality check: Some retrade requests are legitimate. If the buyer discovers a $100,000 roof replacement need that wasn’t disclosed, a price adjustment is reasonable. A good broker helps you distinguish between legitimate adjustments and opportunistic nibbling.

How to handle it: Don’t react emotionally. Evaluate each request on its merits with your broker’s guidance. If a finding is real and material, accommodate it professionally — it’s the cost of a successful closing. If a request is unreasonable, push back firmly. The buyer has invested time and money in due diligence too; they’re motivated to close.

The Relief at Closing

Due diligence ends. The deal closes. The wire hits your account. And all that anxiety was for nothing — because the vast majority of deals that enter due diligence with qualified buyers close successfully.

A Note About Timelines and Extensions

Standard due diligence periods in self storage are:

• 30 days: Smaller deals, clean properties, experienced buyers
• 45 days: Standard for most mid-market transactions
• 60 days: Larger portfolios, complex properties, or buyers requiring more extensive review

Extension requests are common and generally not cause for alarm. A buyer might need an extra 10–15 days because:

• The Phase I took longer than expected
• A specific financial question required additional documentation
• The survey revealed a boundary issue that needs resolution
• Internal investment committee review required more time

In our experience, a buyer who requests an extension is usually more committed to closing, not less. They’ve invested significant time and money and they’re asking for more time to get comfortable — not looking for a way out.

When extensions should concern you: If a buyer requests multiple extensions without clear justification, or if they become unresponsive during the extended period, that’s a red flag. Your broker should maintain regular communication with the buyer’s team and escalate concerns quickly.

The Closing: What Happens After Due Diligence

Once due diligence is complete and any findings have been resolved, the transaction moves to closing. This typically takes 2–4 additional weeks and involves:

Final PSA amendments. Any negotiated adjustments from due diligence findings are incorporated into the Purchase and Sale Agreement.

Closing document preparation. The title company or closing attorney prepares transfer deeds, bills of sale, assignment of contracts, closing statements, and all supporting documents.

Prorations and adjustments. Property taxes, prepaid rents, security deposits, and other items are prorated between buyer and seller as of the closing date. If a tenant paid January rent and the deal closes January 15, you keep 15 days of rent and the buyer gets 15 days.

Final walk-through. The buyer conducts a final property inspection to confirm condition. This is typically perfunctory — they’ve already inspected the property thoroughly.

Wire transfer. On closing day, the title company receives the buyer’s funds, deducts closing costs and any mortgage payoffs, and wires your net proceeds. The money typically hits your account the same day or next business day.

Transition. Depending on what you’ve negotiated, you may stay on for a transition period (typically 30–90 days) to help the buyer learn the operations, introduce them to key contacts, and ensure a smooth handoff. This is especially common when the facility has no on-site manager and the owner has been handling day-to-day operations.

The Bottom Line: Due Diligence Is Manageable

Due diligence feels like the scariest part of selling your self storage facility. It’s not. It’s the most predictable part.

The buyers who submit LOIs on self storage facilities are professionals. They’ve done this before — many of them dozens or hundreds of times. They have checklists, timelines, and processes. They know what they’re looking for, and they know what a normal self storage facility looks like.

Your job during due diligence is simple:

1. Be organized. Have your documents ready.
2. Be responsive. Answer questions quickly.
3. Be honest. Disclose what you know.
4. Be patient. The process takes time.
5. Trust your broker. They’ve done this before.

The sellers who struggle with due diligence are the ones who weren’t prepared. The sellers who sail through it are the ones who did the work upfront — clean financials, organized records, a proactive Phase I, and a facility in good physical condition.

You don’t need to be perfect. You need to be prepared.

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Not sure if your facility is ready for due diligence? We’ll review your documentation and tell you exactly what to prepare — before a buyer ever gets involved.

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