How to Successfully Sell Your eCommerce Business: A Step-by-Step M&A Guide

Back in 2012, Emmett Kilduff walked away from a prestigious career at Morgan Stanley to dive into the world of startups. He built a data company, raised investments from a New Jersey hedge fund, and in the process, connected with Carlos Cashman, the man who pioneered the eCommerce aggregator model with Thrasio.

That conversation changed everything.

Fast forward to today, and Emmett is the founder of The Fortia Group, an investment bank dedicated to eCommerce M&A. His mission? To bring Wall Street-level deal-making to small and mid-sized eCommerce brands—helping entrepreneurs plan and execute high-value exits.

But here’s the reality: most eCommerce founders wait too long to think about their exit strategy. Some try to sell in a hurry, leaving money on the table or struggling to find the right buyer.

That’s why in this guide, i’m breaking down Emmett’s step-by-step framework to sell your eCommerce business for the best price possible—whether you plan to exit in 12 months or 3 years.

Let’s get into it.

Step 1: Understanding Who’s Buying eCommerce Businesses

If you want to sell your eCommerce brand, you need to know who’s buying.

The Three Main Types of Buyers:

✅ Strategic Buyers (Corporations & Big Brands): Companies like Procter & Gamble or large DTC brands that acquire smaller competitors to expand their market share.

✅ Private Equity Firms: Investors looking for high-growth brands to scale, often through a mix of platform and bolt-on acquisitions.

✅ Aggregators: Companies like Thrasio and OpenStore that buy multiple brands to build large eCommerce portfolios. These buyers typically focus on either FBA businesses or DTC brands.

🚀 Pro Tip: The best buyers for your brand depend on your revenue size and profitability. If you’re a high-growth DTC brand with strong retention, PE firms may pay higher multiples than aggregators.

Step 2: When is the Right Time to Sell?

Most sellers wait until they’re burned out or the business is struggling before considering an exit.

Big mistake.

Emmett advises founders to think about selling 1-2 years in advance. Why? Because maximizing valuation requires planning.

Signs You’re Ready to Sell:

✅ Your revenue is growing consistently (buyers prefer businesses with upward trends).

✅ You have strong profit margins (20%+ net profit makes your business more attractive).

✅ You’ve systemized operations (if the business depends too much on you, it’s harder to sell).

✅ Your customer acquisition costs (CAC) are stable or decreasing.

🚀 Pro Tip: If your revenue has declined in the last 12 months, wait to sell until you can show at least 6 months of strong growth. Buyers value momentum.

Step 3: How to Value Your eCommerce Business

The Two Main Valuation Models:

📌 FBA & Smaller DTC Brands → Valued on Seller’s Discretionary Earnings (SDE):

SDE = Net Profit + Owner Salaries + One-Time Expenses
Typical Valuation: 2.5X – 4.5X SDE

📌 Larger DTC & Subscription Brands → Valued on EBITDA:

EBITDA = Revenue – COGS – Operating Expenses
Typical Valuation: 4X – 12X EBITDA

What Affects Your Valuation?

✅ Recurring Revenue = Higher Multiples (subscriptions = more value to buyers)

✅ Strong Branding & Customer Loyalty (brands with engaged audiences command premium prices)

✅ Diversified Sales Channels (selling on Shopify + Amazon + retail is better than one channel)

✅ Low Customer Churn (repeat purchase rate matters!)

🚀 Pro Tip: If you run a DTC brand, building a subscription model can increase your valuation by 2X.

Step 4: Preparing for the Sale (What Buyers Look For)

Selling isn’t just about listing your business—it’s about making it attractive to buyers.

How to Make Your Business More Valuable Before Selling:

✅ Improve Net Profit Margins → Reduce wasteful ad spend, negotiate better supplier deals.

✅ Clean Up Financials → Ensure you have clear, organized P&Ls and balance sheets.

✅ Remove Founder Dependence → Buyers prefer businesses that can run without the owner.

✅ Show Growth Potential → Highlight expansion opportunities (new products, markets, sales channels).

🚀 Pro Tip: Conduct an Exit Readiness Audit—just like large corporations do. This helps spot red flags before buyers do.

Step 5: Finding the Right Buyer & Closing the Deal

Once you’re ready to sell, it’s time to find the best buyer and negotiate a strong deal.

How to Find the Right Buyer:

✅ Work with an M&A Advisor → Firms like The Fortia Group help connect sellers with top buyers.

✅ Leverage Your Network → Industry connections can lead to strategic acquisitions.

✅ Use Marketplace Platforms → Sites like Quiet Light, Empire Flippers, and Flippa attract buyers.

The Deal Process (What to Expect):

1️⃣ Initial Outreach – You or your M&A advisor reach out to potential buyers.

2️⃣ Negotiation – Offers & valuation discussions happen.

3️⃣ Due Diligence – The buyer examines financials, operations, legal documents.

4️⃣ Final Deal Terms – Earn-outs, equity shares, and payment structures are agreed upon.

5️⃣ Closing & Transition – Ownership transfers, and you get paid!

🚀 Pro Tip: The deal isn’t final until the money hits your bank. Avoid major business changes during due diligence.

Final Takeaways: How to Sell Your eCommerce Business for Maximum Value

Selling your eCommerce business is one of the biggest financial decisions you’ll make. Doing it right can mean the difference between a life-changing exit and leaving money on the table.