Selling your brand is usually a once in a lifetime decision. As M&A advisor I take owner-led e-commerce, DTC and consumer brands with EUR 2 to 50 million in revenue in Germany, Austria and Switzerland through the entire sell-side process, from valuation to closing.
Because ESER Capital also works as external CFO for brands of this size, the numbers are prepared the way a buyer will examine them in due diligence, with normalised EBITDA, robust contribution margins and a properly analysed working capital, before the first buyer conversation takes place.
A structured process runs from preparation through marketing to negotiation and closing, and each phase produces a defined document or decision.
| Phase | What happens | Output |
|---|---|---|
| Exit readiness | reporting, contracts, KPIs and structure brought to due diligence level | clean financials before going to market |
| Valuation and EBITDA normalisation | one-off and non-operating items adjusted, earnings base validated | normalised EBITDA and a realistic valuation range |
| Equity story and information memorandum | positioning, growth drivers and financials presented for buyers | information memorandum |
| Data room | documents structured along typical due diligence requirements | an organised data room |
| Buyer approach | strategic and financial buyers identified and approached confidentially | qualified interested parties |
| LOI | offers compared, key terms negotiated | signed letter of intent |
| SPA, signing and closing | purchase agreement negotiated together with the seller’s lawyers | signed SPA and closing |
The value depends mainly on sustainable, normalised EBITDA and on how much confidence a buyer has that this earnings level will hold. Buyers look at growth quality, contribution margins after marketing, dependency on channels such as Amazon or paid social, repeat purchase behaviour, inventory quality and how cleanly the numbers are documented. A first orientation is available in the exit calculator and the overview of M&A multiples, a reliable valuation requires the actual figures of your brand.
Preparation should start ideally around twelve months ahead, because buyers pay for documented, reliable numbers and discount uncertainty.
Monthly closing and reporting that mean the same thing every month.
Traceable adjustments that hold up in the buyer’s due diligence.
Contracts, financials and documents structured before the first buyer call.
A competitive, confidential process with strategic and financial buyers.
ESER Capital, led by Matthias Walter Eser, MBA, is a sell-side M&A advisor for owner-led e-commerce, DTC and consumer brands with EUR 2 to 50 million in revenue in Germany, Austria and Switzerland.
ESER Capital works with brands in cosmetics and beauty, food, supplements, pet, fashion, home and living and sports, as well as Shopify brands and Amazon FBA businesses.
ESER Capital has advised on over EUR 100 million in transaction volume.
Yes. The ESER Capital Marketplace at marketplace.eser.capital is a curated M&A marketplace for digital businesses from approximately EUR 1 million in revenue.
Yes. ESER Capital works with clients and buyers in German and English.
In a confidential first call we assess how ready your brand is for a sale, what buyers will look at and how a structured process could look for you.
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