21 Questions to Answer Before You Sell Your Ecommerce Business


You want to sell your brand.

Maybe not today. Maybe not in total.

Or maybe, an outright exit the moment the money’s right … is exactly what you want.

Regardless, selling is the dream.

It’s validation. It’s freedom. It’s how you create generational wealth. That’s why today …

We’re sharing the first of two insider playbooks on how to sell your brand.

And that’s not all.

🤑 Matthew Bertulli guides you through 21 questions every founder needs to answer

✈️ Jason Panzer with an international and heartfelt invitation to ecommerce leaders

🗞️ Top five headlines in consumer news with executive summaries and links

 Plus  Connor MacDonald (Ridge) on TV performance and Cody Plofker (Jones Road Beauty) on high-intent offers.


Krishna Poda

Saras Analytics, CEO

This Ritual Separates High-Growth Brands From the Rest

One of the main drivers of success at hundreds of DTC brands is the quality of their business review meetings. Smaller brands struggle with this and often underestimate the perils of inaction.

Elite brands like HexClad, Ridge, and True Classic use a tracker that helps them …
  • Run tighter weekly reviews
  • Measure performance vs goals
  • Spot red flags early
  • Keep departments aligned

Executives use it to proactively track growth and profitability, without getting lost in scattered reports!


Matthew Bertulli

CEO, Lomi & Pela Case

21 Questions to Answer Before You Sell Your Company

So, you want to sell your company?

It’s a big achievement for any entrepreneur.

And I absolutely get it.

I’ve been through the sale process once myself. I’ve also gone through the process of raising equity a handful of times. Whether you sell a majority or minority, the work isn’t that different.

I’ve also been having numerous conversations with founders lately about selling their companies. One of the people I coach + mentor is in the process right now, so it’s pretty fresh for me.

For today’s email, I compiled a list of questions every operator needs to answer before selling their business.

I even tried to format this email to make it as practical as possible by grouping the questions. Look at me, all organized!

Let’s get into it …


 Financial Reality Check 

1. Do you have at least 3 years of audited financials?

If you’re doing $30M+ in revenue and still using ”review“ financials, you’re not ready. You literally cannot sell a company with them.

Get audited financials done now or wait until you do. I hate getting audits, but I understand their necessity.

2. Can you confidently show 2-3 years of consistent profitability and EBITDA?

PE groups aren’t buying potential anymore.

They want proof that you can generate cash. If you’re not profitable right now, unless you’re growing +300%, you’re not selling in this market.

3. Is your brand at least 5 years old, preferably closer to 10?

Brand age matters massively in consumer.

If you think you’re building to sell in 2-3 years, you just made terrible odds exponentially worse. Endurance and durability are what buyers pay for.

 Deal Structure Readiness 

4. How much money do you need to take off the table?

This determines everything.

If you need a substantial amount of cash out, you’re likely doing a structured deal with preferences and downside protection.

Know your number before anyone else suggests theirs. It’s probably a lot smaller than you think it is.

5. Are you prepared to give up significant control even in a “minority” deal?

Minority doesn’t mean minority control.

Often, your investor will have veto rights on debt, equity, and major expenses. They’ll be in your business daily.

Can you handle that reality?

6. Do you understand that the headline valuation means nothing?

“I could sell Ridge for $40 billion tomorrow, but the deals would be horrendous,” Sean Frank said on our podcast.

Structure kills valuation every time.

Focus on what you actually get, not what sounds good in headlines. You probably want great terms and a good price, not a good price and okay terms.

 Buyer and Market Dynamics 

7. Who are the realistic strategic buyers for your business?

If you’re too big for strategics and need to IPO post-PE, that’s a much harder path. Know who can write the check before you start the process.

8. Are you in a hot sector or a cold one right now?

CPG and consumables are hot. Durables are ice cold. SaaS is hit or miss. Don’t fight the market. Know where you stand in the current cycle.

9. Have you identified PE groups that have done multiple deals in your sector?

Working with a PE group doing their first consumer deal is misery. “Turn off the bad ads and just run good ads” level of stupidity. Stick to experienced sector players.

 Process and Team Preparation 

10. Do you have a data room ready to go?

Bankers won’t build this for you.

You need at least three years of clean financial records, customer data, supplier agreements, legal documents, and operational metrics ready for immediate access.

11. Can you afford top-tier legal and banking representation?

This isn’t where you save money. Bad representation kills deals.

Budget $50K to $500k+ (seriously) for professional fees and don’t negotiate on quality. The bigger or more complex your company, the higher the fees.

12. Are you prepared for 12+ months of process time?

From first meeting to close, it’s going to take longer than you think, be more painful than you imagine, and likely retrade at the last minute. Plan accordingly.

 Personal and Business Readiness 

13. Can you run the business while managing a sale process?

Deal processes are massive time sucks.

You’ll be in meetings, due diligence, and management presentations while trying to hit your numbers.

Not only you, but can your team handle this?

14. Are you emotionally prepared to work with these people post-deal?

This isn’t ride-off-into-the-sunset money.

You’re getting business partners who will have opinions about everything you do. Can you manage that dynamic?

15. Do you have realistic expectations about post-deal life?

You’re not just selling equity. You’re selling control, flexibility, and independence. Are you ready for board meetings, reporting requirements, and approval processes?

Don’t take this s*** lightly. It’s important!

 Alternative Strategies 

16. Have you considered a dividend recap instead of selling equity?

If you have stable cash flow, you might be able to borrow against your business and take money out without giving up equity.

Know this option exists.

17. Could you build a business you’d want to own forever?

The best deals often go to people who don’t need to sell. If you’re building something you love owning, you’ll negotiate from strength, not desperation.

18. Are you selling because you want to or because you think you should?

If you’re chasing some fantasy exit timeline you read about, stop. Most successful exits happen when operators don’t actually need to sell.

 Risk Management 

19. What’s your backup plan if the deal dies?

Fifty percent of deals with signed term sheets still fail. Can your business and personal finances withstand reverting to the status quo if this doesn’t work out?

20. Do you understand the tax implications of your deal structure?

Secondary capital, primary capital, and structured deals all have different tax treatments. Know what you’re netting (what you get to keep) before you commit.

21. Are you prepared for the reality that very few businesses make it through the sale process?

This is lightning-strike rare. The math of businesses started to businesses sold is brutal.

If you can’t answer yes to most of these questions, you’re not ready — and that’s probably a good thing.

These aren’t meant to discourage you.

They’re meant to save you from wasting 12 months of your life on a process you’re not ready for.

The operators who get great deals are the ones who don’t need them. They’ve built businesses they love owning, taken money off the table through other means, and only engage when they can negotiate from a position of strength.

Focus on building a stronger business first. The deals will still be there when you’re actually ready.

Remember …

Time kills all deals.

But poor preparation kills them faster.


Jason Panzer

HexClad, President

Israel. Startups. Operators. Let’s Go.

This September, I’m co-leading an ecommerce mission to Israel with a sharp crew of operators from Jack Archer, Overtime, GOAT Foods, The Perfect Jean, and more.

It’s four days of high-signal learning and access inside the Startup Nation — a country that performs well above its weight in tech, innovation, and resilience.

  • Briefings with cabinet ministers and IDF officials
  • Closed-door sessions with Meta, Wix & Aleph VC
  • Visits with top startups and local communities

We’re diving deep into commerce, leadership, and what it truly means to build within one of the most resilient ecosystems on the planet.

Personally, I am grateful for the opportunity to lead this trip.

You can’t understand what a place is really like unless you see it firsthand. This will be an eye-opening experience that you will never forget.

If you’re running a consumer brand and want to plug into ideas, people, and insights that’ll make you sharper …


THE FEED


The Meta Incrementality Report: Lessons from 640 Haus Experiments

Access the Full Report Here

Why Great Marketers Need to Think Like Data Scientists With Eric Seufert

When to Diversify Your Media Mix: How To Approach Channel Expansion


Connor MacDonald

Ridge, CMO

Crushing It on TV. You Can Too.

On the latest episode of Marketing Operators (above), Tatari’s Austin Santino shared how TV advertising is giving brands new ways to drive sales and conversions.

Even though Cody and I both called out that Jones Road Beauty and Ridge use Tatari …

Do not just take our word for it.

Brands like Tecovas, Saatva, Vuori, Calm, and more are already putting it into practice. They’re turning TV into a high-performing channel for acquisition, retargeting, and incremental growth.

Discover how they …

  • Launch campaigns
  • Develop and test creative
  • Make every dollar count

Proof that TV isn’t just possible, it’s profitable.

See how brands are winning with TV.

If you’re in NYC, don't miss the biggest TV ad event of the year ft. the CEOs of Reddit & AppLovin + speakers from BYLT, Coterie, Gusto & Saatva Forward 2025.


Cody Plofker

CEO, Jones Road Beauty

The Highest Intent Ad Placement You’re Not Using

We spend a lot of time, effort, and money chasing attention at the top of the funnel. With good reason. Net-new customers are a centerpiece of growth.

Recently, however, we’ve found a new source of incremental high-intent shoppers hiding at the bottom.

How? Rokt Ads puts our offers on the checkout pages of other premium ecommerce sites — right after a purchase, when wallets are open and buyers are in flow.

It’s not just high intent. It’s high signal, backed by verified identity and full suppression lists.

Every click is net-new, and we only pay for performance. The best part? We got $10K in ad credits to test it out.

You probably can, too.


The Trends

Curated by the editor of CPG Wire, this week’s five biggest headlines in consumer news.


1. Generous Brands Acquires Health-Ade: Business Wire

Health-Ade, a nationwide player in the refrigerated kombucha category, has been acquired by cold chain beverage specialist Generous Brands for $500M. Founded at the Brentwood Farmers Market in 2012, Health-Ade quickly became a category leader and annual sales are approaching $250M.

Generous Brands focuses on cold-pressed juices and owns brands like Bolthouse Farms, Evolution Fresh, and Sambazon.

2. Sugar Capital Raises $75M: Instagram

Consumer-focused venture firm Sugar Capital is closing on $75M for its third fund. Founded in 2020, Sugar Capital is the largest outside investor in Grüns and has also backed brands like Feastables, Starface, Snif, and Brightland.

Speaking of selling your brand …

The firm plans on adding 25 companies to its portfolio.

3. Keurig Dr Pepper Buys Dyla Brands: FoodBev

KDP has purchased the remainder of Dyla Brands, a manufacturer of on-the-go drink mixes and water enhancers. KDP has held a minority stake in Dyla Brands since 2017.

Founded in 2012, Dyla produces more than 1.5B drink mixes per year and owns STUR, the no. 1 natural water-enhancer brand. Given the acquisition of Dyla Brands + its long-term partnership with Electrolit, KDP remains bullish on hydration.

4. TSG Consumer Acquires PHLUR: Business Wire

Modern fragrance brand PHLUR has been acquired by TSG Consumer Partners, a leading private equity firm.

PHLUR launched in 2015, but the brand really took off after it partnered with The Center — a beauty accelerator, and Chriselle Lim in 2021. PHLUR expects to generate north of $150M in sales this year. Chriselle Lim and The Center will retain a meaningful equity stake in PHLUR while Prelude Growth will exit its position as part of the transaction.

5. Uni Secures Funding From Strategic Backers: Business of Fashion

Sustainable personal care brand Uni raised an undisclosed amount of funding from L’Oreal’s corporate venture arm. Other investors in the round include Break Trail Ventures, Mazdack Rassi, and actor Adwoa Aboah.

Alexandra Keating created the business in 2022, which is best known for its refillable body care products. Uni will also make its debut at 800 Ulta Beauty stores this week.


 Next Week 

We’ll continue our focus on preparing for an exit with Jason Panzer’s guide on how to sell your ecommerce business.

Twelve years as an M&A banker + lawyer, now president of HexClad … he’s been on both sides of hundreds of deals.

Will there Panzerisms?

Top to bottom, there will be.

With thanks and anticipation,
Aaron Orendorff 🤓 Executive Editor

Disclaimer: Special thanks to Aftersell by Rokt, Saras Analytics, and Tatari for sponsoring today’s newsletter.


Operators Newsletter

Get weekly guidance from the world’s greatest nine-figure executives, ecommerce marketers, and DTC-content creators. The minds behind Ridge, HexClad, Simple Modern, Lomi, Pela Case, Jones Road Beauty & more — curated by Aaron Orendorff.

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