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From Amazon to wholesale

How to Sell Your Amazon Brand: Process, Buyers and Due Diligence

By Martin Mecar, founderJuly 7, 20267 min read

Selling your Amazon brand is a four-to-nine-month process: a valuation, a choice of route to buyers, a marketing period, a letter of intent, due diligence on your Seller Central data and your books, a purchase agreement, and a transfer of the account, the trademark and the inventory. The price is a multiple of trailing profit, and the deal is usually cash at close plus some portion held back or earned out. Preparing the business so that the multiple is high is a separate job, laid out in the Amazon seller exit strategy. This is the transaction: what happens, who is on the other side, what they inspect, and where a wholesale channel changes the conversation.

Who buys Amazon brands?

Four kinds of buyer, and they want different things.

Aggregators buy portfolios of Amazon-native brands and run them with a central team. They want clean Seller Central data, a small number of strong ASINs, a stable supplier and a business that fits their playbook. They have historically paid well for exactly that profile, moved fast, and been less interested in anything off Amazon, though that has shifted as the ones still buying have become choosier about risk.

Strategic buyers are companies already in your category: a larger brand, a distributor, a manufacturer. They pay for what they can plug into what they already have. A distributor buying a brand with retail accounts gets a product for its sales force; a brand buying a competitor gets shelf space it can fill with its own line. Strategic buyers are the ones who pay most for a wholesale channel, because to them it is not diversification, it is the asset.

Individual buyers, often financed with a small-business loan, buy through brokers and marketplaces. They want a business they can run themselves, with documented operations and a manageable number of moving parts. They are price-sensitive and thorough.

Private equity and search funds sit above the individual buyer in size and below the aggregator in speed. They want durable profit and a management story, and they are the most sensitive to concentration risk of any group.

Which of these is the right buyer depends on what you have built. A pure-Amazon brand with two hero ASINs is an aggregator's deal. A brand with a third of revenue in stores and a distributor is a strategic buyer's deal, and the price difference between the two can be the largest number in the whole transaction.

What are the routes to a buyer?

A broker represents you, prepares the listing memorandum, runs the marketing to their buyer list, and negotiates. They charge a success fee on the sale price. Good brokers know which buyers are actually closing this quarter, which is worth a great deal.

A marketplace listing puts the business in front of many buyers at once with less hand-holding. Lower fees, more noise, more tyre-kickers.

A direct approach to a strategic buyer skips both. If you know the distributor that would love your line, or the brand whose gap you fill, a conversation can start without an intermediary. It is also how you find out what a strategic buyer would pay before deciding on a broker.

An inbound offer from an aggregator or a competitor is the fourth route, and the one to treat carefully. An unsolicited offer is a starting number from a buyer who would like no competition. The right response is usually to thank them and run a process.

What does the valuation look like on paper?

The buyer will compute seller's discretionary earnings from your last twelve months: net profit plus your salary, plus personal expenses run through the business, plus one-off costs that will not recur. Then they apply a multiple. The multiple is a judgement about risk and growth, and the full picture of what moves it is in how valuation multiples work for an Amazon business.

A worked example with round numbers. A brand does $2,400,000 in revenue, $1,800,000 on Amazon and $600,000 wholesale. After product cost, fees, ads, shipping and overheads it nets $380,000; the owner paid themselves $60,000 and put $20,000 of personal costs through the books. SDE is $460,000. A buyer pricing the all-Amazon version of this business at a multiple of three would offer around $1,380,000. The same buyer, seeing that a third of revenue is retail accounts that reorder and that the owner works fifteen hours a week, might price at a multiple of four, or about $1,840,000. Inventory is usually added at cost on top of both.

The multiple is the negotiation. SDE is arithmetic, and the arithmetic will be checked.

What due diligence actually inspects

Expect the buyer's team to ask for read access to Seller Central and to go through it line by line. They will reconcile the sales reports to your bank deposits, month by month, and ask about every gap. They will pull the account health history, the policy warnings, the IP complaints, the notices of suspension and the appeals. They will check that the Brand Registry is in the name of the entity being sold, that the trademark is registered and not merely applied for, and that the supplier relationship is with the business and not with you personally.

On the wholesale side they will want a customer list with revenue by account for the trailing twenty-four months, the reorder history, the distributor agreement, the price list, the minimum advertised price policy and evidence it is enforced, and the accounts receivable ageing. A buyer who sees forty accounts with an average of five orders each and receivables that are mostly current reads a healthy channel. A buyer who sees ten accounts, two of which are most of the revenue and one of which is ninety days late, reads concentration and a collection problem.

They will also check the inventory: what is at FBA, what is in your warehouse, what is on order, what is aged, and whether the wholesale stock is separated from the FBA stock. And they will ask how the business runs without you: SOPs, contractors, the hours you work.

Anything you have not disclosed and they find is a price reduction at best and a broken deal at worst. Everything you disclose up front, with the explanation attached, is just a fact.

How is the deal structured?

Cash at close is the part you count on. A holdback, typically a slice of the price kept in escrow for a period, covers undisclosed liabilities and is released if nothing surfaces. An earn-out ties part of the price to future performance: if the business hits a revenue or profit target in the twelve months after close, you get the rest.

Buyers like earn-outs because they share risk. Sellers should treat them as a discount unless the targets are ones the buyer cannot easily miss by their own decisions. An earn-out tied to Amazon revenue after the buyer takes over the PPC account is a bet on someone else's competence. An earn-out tied to wholesale reorders from accounts you opened is more within reach, because those accounts reorder on their own.

Inventory is almost always bought separately at landed cost, sometimes with a haircut for aged stock. Stabilised, sellable inventory is money; slow inventory is an argument.

How does the account actually transfer?

The Seller Central account transfers by changing the legal entity, the bank account, the tax information and the primary user, with Amazon's account-transfer process in between. It is slower and more fragile than it sounds, and a buyer will want you available during it. Brand Registry moves with the trademark assignment, which has to be filed with the trademark office. The supplier relationship transfers by introduction and a new agreement in the buyer's name.

Wholesale accounts transfer by a letter to each customer and a call to the important ones, ideally with you and the buyer on it together. Distributors in particular want to know that the product, the pricing and the supply are unchanged. A transition period where you stay on for a few months, paid, is normal and is worth agreeing early because it protects the earn-out.

Where wholesale revenue changes the conversation

Three places. In the choice of buyer, because a wholesale channel opens the door to strategic buyers who pay for it as an asset rather than tolerating it as a footnote. In the multiple, because retail accounts that reorder are the clearest evidence a buyer can see that profit does not depend on one algorithm, an argument spelled out in why a second channel is the safest thing an Amazon brand can build. And in the deal structure, because an earn-out tied to a channel that reorders by itself is one you can actually collect.

If the channel does not exist yet, it is not too late unless the sale is imminent. A channel started now is a channel with twelve months of history at the listing date, and twelve months is what a buyer needs to pay for it. The first account is one store or one distributor that already stocks products next to yours; if that list is the part that keeps slipping, paste the listing into WholesalePilot and look at the preview of who would stock it. Open the account, ship the case, and let the reorder history do the talking when the buyer's team opens the data room.

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