How to Sell a Food and Beverage Brand (2026)
M&A advisory at Peony. Former investment banker at Moelis & Company, where I worked on cross-border M&A across healthcare, industrials, and consumer. I write about how deals actually get diligenced and closed.
Last updated: August 2026
I'm Chris Chen. Before joining Peony, a data room company serving 6,800+ customers, I worked in M&A at Moelis & Company across cross-border, healthcare, industrials, and consumer transactions. The food-and-beverage sales I saw fail rarely failed on price. They failed because the seller walked in with a P&L that fell apart the moment a buyer reconciled it against UNFI and KeHE deductions, because a single co-packer had a change-of-control clause nobody read, or — in alcohol — because everyone discovered three weeks before signing that the buyer could not legally operate the distillery on the seller's permits and had to re-qualify from scratch. This guide is the operator-grade version of what I tell food, snack, supplement, and beverage founders: what your brand is actually worth in 2026, what acquirers pay for, how the process runs, and the regulatory landmines — especially the alcohol license-transfer mechanics almost nobody explains — that decide whether your deal closes on time or at all.
Let me set the honest frame first. 2026 is not one market; it is several. A functional or ready-to-drink beverage in a hot category is selling into real demand and real dry powder. A flat legacy snack SKU with declining velocity is a hard sell at any price. And a craft distillery or brewery is, in many cases, staring at a buyer's market created by genuine oversupply — so for some of you the right question is not "how do I sell for more" but "does selling even beat winding down." I won't sugarcoat that, and I won't be doomy about it either: the brands that prepared — clean earnings, documented co-packer capacity, distribution headroom — are still clearing at strong multiples. This is a guide to being one of them.
Quick answer. A food or beverage brand's value is set by category, growth, and margin far more than revenue. Windsor Drake's lower-mid-market dataset puts branded CPG F&B at roughly 6.8x EBITDA ($1M-$3M), 8.1x ($3M-$5M), and 9.0x+ ($5M-$10M) (Windsor Drake LMM 2025); broader advisor aggregations frame the market at a ~10x-11x median with 12x-16x for scaled strategics (Taylor Sicard). Buyers pay for velocity, ACV%, and distribution quality, and they will recast your deduction-riddled P&L to a defensible EBITDA before they pay for anything. Strategics pay the highest headline (PepsiCo/poppi closed at $1.95B, Celsius/Alani Nu at $1.8B); PE and roll-ups buy founder brands to compound them. And if you sell alcohol, the deal has a second clock: TTB permits do not transfer — the buyer re-qualifies as new — and states like California require a statutory escrow with the full price deposited before filing (TTB.gov; Cal. B&P Code §24074). For the generalist exit decision, start with our business exit planning guide.
This post owns the food-and-beverage-specific mechanics: F&B valuation and value drivers, the acquirer landscape with the 2025-26 deal tape, the alcohol license-transfer section, F&B diligence, and confidential process. Where the mechanics are generic I link out rather than repeat — our companion beauty-brand sale guide owns beauty, the CPG fundraising data room guide owns raise-side, and the food and beverage investor rundown is the raise-side companion if you are looking for capital rather than an exit.
What is a food or beverage brand worth in 2026?
Category, growth, and margin set the number — not revenue — and the same $10M-revenue brand can be worth 6x or 16x its EBITDA depending on which of those it has. The starting point is the by-size band. Windsor Drake's lower-mid-market valuation dataset puts branded CPG food and beverage EBITDA multiples at roughly 6.8x for $1M-$3M EBITDA platforms, about 8.1x at $3M-$5M, and 9.0x or higher at $5M-$10M (Windsor Drake LMM 2025), and Auxo Capital Advisors' 2025 subcategory data frames roughly 8.0x-12.0x for functional and non-alcoholic beverages, 7.0x-10.0x for snacks and center-store brands, and 6.5x-10.5x for food manufacturing (Auxo Capital Advisors). Bigger, cleaner earnings command a higher turn, for the simple reason that a $7M-EBITDA business is more diligence-defensible and more strategically relevant than a $1.5M one.
Zoom out and advisor aggregations frame the same market differently: across broader branded F&B, published ranges put the median around 10x-11x EBITDA, with 12x-16x when a strategic buyer wants them, and 6x-10x for sub-scale or commodity-adjacent businesses (Taylor Sicard). Treat those as directional ranges. The reconciliation is size and selection: the by-size bands describe the lower-middle-market founder brands most of you are selling, while the 10x-16x range pulls upward from larger, strategically-bought platforms. Both are true — different slices of the same market. Consumer M&A broadly hit a ten-year-low median in 2025 even as premium sub-sectors ran hot, with F&B pacing toward roughly $120 billion in annual deal value (PitchBook Q3 2025 Food & Beverage CPG Report) — the detail sits in our consumer capital partners breakdown.
The bar that unlocks the premium is profitable growth. Buyers consistently want brands with organic growth above roughly 30% that is real rather than bought with trade spend, gross margins in excess of 40%, and distribution headroom (Taylor Sicard) — still growing on their own steam, keeping enough of each dollar to fund that growth, with retail doors left to win. Miss the growth bar and you are a commodity multiple regardless of how good the product is; miss the margin bar and a buyer sees a business that cannot fund its own scale.
The deal tape is the evidence. In beverages, the two defining 2025 deals were PepsiCo's acquisition of poppi, closed May 19, 2025 at $1.95 billion (about $1.65B net of ~$300M cash tax benefits, plus an earnout) (PepsiCo), and Celsius Holdings' acquisition of Alani Nu, closed April 1, 2025 at $1.8 billion (about $1.65B net, cash and stock) (Celsius Holdings) — both functional-beverage brands bought by strategics to plug a portfolio gap, the exact profile that clears at the top of the range. In packaged food, note carefully that two separate Kellogg-lineage deals closed in 2025, and they are not the same transaction: Ferrero acquired WK Kellogg Co — the cereal company (Frosted Flakes, Froot Loops) — for $3.1 billion, closing September 26, 2025 (WK Kellogg Co), while separately Mars acquired Kellanova — the snacking company (Pringles, Cheez-It, Pop-Tarts) — for roughly $36 billion, closing December 2025 (Mars). Two buyers, two targets, two prices; both split from the old Kellogg Company in October 2023. If you take one factual thing from this post, take that these are different deals.
For an unprofitable brand — common in craft alcohol right now — the multiple framing breaks down entirely: a business with no defensible EBITDA gets valued on asset floors (real estate, equipment, aging inventory at depressed market value, brand and IP), not a premium. The alcohol section below covers why that applies so widely in craft beverage.
What do food and beverage acquirers actually pay for?
They pay for velocity and distribution quality — how fast product moves off each shelf and how good the shelves are — and then adjust for margin, manufacturing risk, and category momentum. Revenue is the vanity number; velocity is what buyers underwrite.
Velocity is units (or dollars) divided by stores times weeks — units per store per week. Syndicated providers normalize it as dollars per $MM ACV to strip out store size, and the trend matters more than the absolute: a brand with rising velocity is winning its category, and a buyer pays for that trajectory (CPG Scout). ACV — All-Commodity Volume — is the share of total retail dollar-volume, across every product, in the stores that carry your item, so it measures distribution quality weighted by store size (NielsenIQ CPG dictionary). A brand at 40% ACV in high-volume stores with strong velocity is a fundamentally different asset than one at 40% ACV in small stores where nothing moves — and buyers pull your scan data from Circana, SPINS, or NielsenIQ and check it against your internal numbers line by line.
Then there is the P&L recast that is unique to CPG, and it blindsides most first-time sellers: your gross sales are not your net sales, and the gap is enormous. Trade spend for established CPG runs roughly 15%-25% of gross sales (higher for slotting-heavy emerging brands), and total gross-to-net deductions in promo-heavy categories commonly hit 30%-40% of gross, leaving net at 60%-70% (eightx). On top of that, the distributor deductions themselves — UNFI and KeHE deduction disputes run on short clocks — about 30-60 days at UNFI and 90 days at KeHE (Glimpse). A buyer recasting your P&L pulls every deduction out of gross to find the real net, and scrutinizes which are recurring structural costs versus one-time disputes you can win back. Present gross-inflated revenue you cannot bridge and you lose credibility on the whole number — the same dynamic our quality of earnings guide covers in full.
Gross margin is the next gate. As illustrative rules of thumb, food brands run roughly 25%-35% gross margin and beverage roughly 40%-55% — directional bands, not benchmarks — and published acquisition criteria look for gross margins in excess of 40% in branded organic-growth businesses (Taylor Sicard). Beverage's structurally higher margin is part of why it commands attention: more room to fund growth and absorb trade spend.
How you make the product is a value-driver in its own right. Owning your plant means controlling capacity and quality but carrying fixed cost and capex. A co-packer is asset-light but exposed: a single co-manufacturer with no qualified backup reads as concentration risk, because losing that co-packer post-close can mean months of capacity loss. Co-manufacturer agreements with documented capacity, change-of-control language that assigns cleanly, and a quality-audit history are worth real multiple turns — the diligence section covers exactly what buyers pull.
Shelf-life economics are the quiet killer. A short-dated product — fresh, refrigerated, or with a tight best-by window — that also has slow velocity carries write-off risk on every unit of inventory, and buyers age your inventory against its shelf life to price in the spoilage. A shelf-stable product with fast velocity is the opposite: low working-capital drag, low write-off risk. If your category is short-dated, your velocity story has to be airtight, because the inventory math is unforgiving.
Finally, category momentum is the multiplier on everything above — a brand in a growing lane clears at a premium to an identical brand in a shrinking one. The clearest live example is beverage alcohol's format shift: US spirit-based RTD cocktails grew +14% in 2025 while total US spirits volume fell -4%, and malt-based RTDs fell -5% (IWSR); on the wine side, NielsenIQ showed wine-based RTDs up roughly +14% in US off-premise dollars in Q1 2026 while bottled wine volume fell -8.3% (SommBot / NIQ). A canned-cocktail or functional-beverage brand sells into that tailwind; a legacy bottled SKU sells against a headwind. Same diligence, different multiple.
Who buys food and beverage brands in 2026?
Three buyer types, and each pays a different price and changes your business differently: strategics pay the highest headline, private equity and consumer funds buy founder platforms to compound, and roll-ups aggregate brands for a premium exit. Knowing which one fits you is half of running a good process.
Strategics — the large branded operators — pay the most for brands that fill a portfolio hole and can scale on their existing distribution, buying access to a category, demographic, or growth curve they cannot build fast enough themselves. The 2025 tape above is all strategics: PepsiCo/poppi, Celsius/Alani Nu, Ferrero/WK Kellogg Co, Mars/Kellanova. What a strategic changes: they fold you into their supply chain and sales organization, so your co-packer relationships, broker network, and often your team get absorbed or replaced. Highest headline; lowest autonomy.
Private equity and consumer-focused funds buy founder-led brands to grow them, as a standalone platform or the first brick in a roll-up. The signal that matters is dry powder, and it is real: consumer funds closed a string of vehicles in the last year — VMG Partners Fund VI at $1 billion, Monogram Capital Fund III at $350 million, and CAVU Consumer Partners Fund V at $325 million — with the full landscape and check sizes in our consumer capital partners guide. What PE changes: they keep you for a few years on an earnout, professionalize operations and reporting, and aim to sell you again at a higher multiple. Lower headline than a strategic's, but the structure can pay you twice.
Platform roll-ups — independent sponsors and PE-backed consolidators — acquire several founder brands to share co-manufacturing, distribution, and retail relationships, buying each at a lower entry multiple (often the 4x-6x independent-sponsor floor) and building toward a premium platform exit. For a sub-$5M-EBITDA founder brand a roll-up is often the most realistic buyer — you are too small for a strategic to notice but exactly the size a platform wants. What changes: you become one brand in a portfolio, trading some autonomy for capital and infrastructure you could never afford alone.
The practical read: with a scaled, category-defining brand, run a process that gets strategics competing. As a founder-led brand at $1M-$8M EBITDA, your buyer pool is mostly PE and roll-ups, and your leverage comes from having several of them at the table at once.
How does a food or beverage brand sale actually run?
Prep the number, build the room, run curated outreach, gate everything behind an NDA, stage the reveal, then LOI and diligence to close — usually six to nine months for a healthy brand, longer with an alcohol license in the mix. The sequence matters because leverage drains the moment you sign exclusivity, so everything you can do to strengthen your position happens before the LOI.
Prep and recast the P&L first. This is where CPG deals are won or lost. Before you show a number, rebuild your EBITDA from gross sales down through every deduction — trade spend, slotting, UNFI/KeHE chargebacks, promotional allowances — to a defensible net, and document every add-back a buyer's accountant can confirm. An add-back you cannot support is one a buyer strikes, and because the strike gets multiplied by your deal multiple, a small unsupported number can open a seven-figure gap between the LOI and the close. Walk in with a clean, reconciled EBITDA and diligence becomes verification; walk in with a gross-inflated number, a price cut. Building a defensible earnings package is its own subject, covered in our quality of earnings guide.
Build the data room around the documents F&B buyers actually pull — distributor and broker agreements, co-packer contracts, retailer POs and scorecards, scan data, trademark registrations, FDA/USDA and label compliance files, and financials with the deduction bridge (plus TTB permits, COLAs, and state license files for alcohol) — before outreach, not mid-diligence.
Run curated outreach, not a blast: a short list of fitted buyers protects confidentiality and signals a real process rather than a fire sale. Every buyer signs an NDA before seeing anything sensitive, and you stage the reveal — teaser and blind financials first, then customer-level economics as a buyer earns deeper access, then the crown jewels (formulas, co-packer terms, full customer contracts) only to buyers who have demonstrated seriousness. The confidentiality mechanics get their own section below, because F&B has so many parties who could leak.
LOI, then diligence, then close. A signed letter of intent typically locks you into an exclusivity window while the buyer runs diligence — the moment your leverage drops, because you have chosen one buyer and cannot shop the others. For a healthy branded business the whole arc from prep to close commonly runs six to nine months; an alcohol deal runs longer, because the license-transfer clock runs in parallel and frequently gates the closing date regardless of how fast commercial diligence moves. Our sell-side due diligence guide covers how to prepare for what buyers will do to your business.
What is different about selling a distillery, brewery, or winery?
The license does not travel with the business. Everything above applies to alcohol brands too, but alcohol deals carry a second, regulatory clock that has no analog in a snack or supplement sale, and it is the single most misunderstood thing in this vertical. If you own a distillery, brewery, or winery, the mechanics below are the ones that decide whether your deal closes on time — and every claim here should be confirmed with licensing counsel in your specific state, because the rules vary substantially and one state's rule is never a national rule.
Federal first: TTB permits are generally not transferable in an asset or ownership change — the successor must qualify as if it were brand new. For distilled spirits plants (DSPs), breweries, and wineries alike, a change in proprietorship or control requires filing new or amended qualifying documents with the Alcohol and Tobacco Tax and Trade Bureau before the successor can continue operating, and TTB's guidance is explicit that you file well in advance (TTB — Change in Proprietorship or Control; TTB — Changes After Original Qualification). The specifics differ by permit type. A brewery must file an amended Brewer's Notice (TTB F 5130.10) within 30 days of a change in officers, directors, or owners of 10% or more. A winery's successor bonded winery must qualify in the same manner as a new one before it can continue operations. The through-line is the same: the buyer cannot simply inherit your federal permit and keep making product. They re-qualify, and they cannot legally operate on your permit in the interim.
How long does that take? Here the honest answer is a range with a real discrepancy in the sources, and I am going to present it exactly as the data does rather than pick a convenient number. A widely cited 2016-era practitioner guideline puts DSP processing at approximately six months; a widely-cited practitioner analysis, by contrast, claims an average of roughly 14 months from submission to approval, with 73% of applications delayed (BevLaw FAQ on DSP timing; Barrel Clarity federal-permit guide). The six-month figure is secondary-sourced; the 14-month figure is a single-source practitioner estimate whose methodology is not published, so treat it as illustrative rather than a hard number. The safe way to plan is this: assume it can take several months to well over a year, plan the timeline accordingly, and check TTB's live processing-times page before you quote any specific number to a buyer or set a closing date around it. What you cannot do is assume it is fast.
State licenses transfer person-to-person, but on the state's terms — and California is the worked example that shows why alcohol escrows are their own animal. Under California Business & Professions Code §24074, when consideration is involved in a license transfer, the buyer and seller must establish an escrow with a neutral third party, and the buyer must deposit the full purchase price into that escrow before the transfer application is filed with the Department of Alcoholic Beverage Control (Cal. B&P Code §24074, Justia; Secured Trust Escrow guide). The funds do not release to the seller until ABC approves the transfer, which typically runs about 45-60 days after the application, and the escrow disburses to bona-fide creditors in a statutory priority order — with federal and state tax claims paid first. Read that structure carefully, because it inverts a normal deal: the full purchase price is locked in escrow, exposed to the timeline and to creditor claims, for weeks before you see a dollar, and the transaction is not done until a regulator signs off. That is precisely why the documents in an alcohol deal sit exposed — to the escrow agent, to creditors, to counsel, to the regulator — for far longer than in a clean asset sale.
I want to be emphatic about the state-variance hedge here: the §24074 escrow requirement is California's rule. Other states handle person-to-person transfers differently — different timelines, different (or no) statutory-escrow requirements, different creditor-priority rules, different treatment of the license itself. Do not assume the California mechanics apply anywhere else. Confirm the transfer process, the escrow requirement, the timeline, and the creditor rules with licensing counsel in every state where you hold a license, before you structure the deal.
Asset versus stock structure has real licensing consequences. In a stock (equity) sale the license-holding entity generally survives — but a change in control still triggers the TTB re-qualification and state-notification obligations above, so "we did a stock deal" does not make the license problem disappear. In an asset sale the buyer is even more clearly a new applicant for both federal permits and state licenses. Getting that interaction wrong — assuming a stock deal lets the buyer skip re-qualification — is a classic way to blow the closing date, so make it a conversation for licensing counsel and deal counsel together, not an afterthought.
Label approvals follow the same "new owner, new paperwork" logic. Most alcohol labels require a federal Certificate of Label Approval (COLA, TTB F 5100.31), and there is a public COLA Registry, but a new brand owner generally needs to obtain its own COLAs rather than inheriting yours (TTB COLA Public Registry). It is one more re-qualification the buyer has to plan for, and one more reason the alcohol timeline runs long.
The net effect on the deal: an alcohol sale's closing date is often set by the regulator, not the parties. You can have a signed purchase agreement, a funded escrow, and a willing buyer, and still be waiting on TTB and the state. Build that reality into your timeline, your escrow sizing, and your expectations — and, as the confidentiality section explains, into how you protect the documents that will sit exposed throughout that long window.
Why the craft-beverage market frames a buyer's market in 2026 — honestly
Some alcohol categories are in genuine oversupply and some are red-hot, and which one you are in should reset your expectations before you talk to a buyer — not as doom, but as context. The craft-spirits and craft-beer contraction is real and quantified. Active US craft distiller counts fell -25.6% in a single year — from 3,069 in August 2024 to 2,282 in August 2025 — a loss of 787 distilleries, with California alone down about -45% (American Craft Spirits Association, via The Spirits Business). Craft breweries saw closings outpace openings for a second straight year: 268 openings against 434 closings in 2025, with closings running roughly 4.4% of operating breweries (Brewers Association 2025 Year in Beer). Underlying it is a whiskey glut: Kentucky held a record roughly 16.1 million barrels aging as of late 2025, against about 5 million in the 1980s glut, and barrel prices are down roughly 30%-40% versus four years ago (Drinks International; VinePair). When barrel inventory is that oversupplied and prices are that depressed, an unprofitable distillery's aging inventory — often its single largest asset — is worth materially less than its production cost, which is exactly why so many craft-alcohol businesses get valued on asset floors rather than EBITDA multiples.
The other side of the same market is heat. As covered above, spirit-based RTDs grew +14% in the US in 2025 while total spirits fell -4% (IWSR), and wine-based RTDs ran about +14% in US off-premise dollars in Q1 2026 against bottled wine's -8.3% (NIQ / SommBot). So a craft distillery selling primarily aged brown spirits into a glutted market and a canned-cocktail brand riding the RTD tailwind are in opposite negotiating positions, even though both hold alcohol licenses. The honest framing for 2026: if you are in the contracting side, understand that the buyer's market is structural and price your expectations to the asset floor and the category reality — and seriously weigh whether an orderly wind-down or a piece-by-piece asset sale beats a whole-business sale (the last FAQ addresses when that is the right call). If you are in the growing side, you have leverage; use a real process to capture it.
What will due diligence dig into?
Diligence on a food or beverage brand is a systematic test of whether the documents support the P&L — and the documents that matter most are your distributor deductions, your co-packer contracts, and your scan data. Here is what a serious buyer pulls, roughly in the order it kills or closes deals.
Distributor agreements and the full chargeback/deduction history. Buyers pull every UNFI and KeHE agreement and reconcile your deduction history — chargebacks, slotting, promotional allowances, spoilage claims — against your gross-to-net bridge. They want to see which deductions are recurring structural costs and which are one-time disputes, and whether you are actually recovering the disputed ones inside the 30-90 day windows (Glimpse). An undocumented or messy deduction history is one of the two fastest ways to retrade a CPG deal, because it means your net revenue is unknowable.
Co-packer / co-manufacturer agreements, capacity, and quality audits. Buyers read your co-manufacturer contracts for capacity commitments, change-of-control language (does the agreement assign to the buyer, or can the co-packer walk or renegotiate on a sale?), exclusivity, and pricing. They pull your quality-audit history and any corrective actions. Missing or unassignable co-manufacturer agreements are the other fastest retrade — a brand with a single co-packer, no qualified backup, and a change-of-control clause that lets that co-packer renegotiate is carrying a risk a buyer will either price down hard or walk from.
Scan data versus internal numbers. Buyers pull your Circana, SPINS, or NielsenIQ data and check it against the sales figures you presented. Gaps between what the syndicated data shows and what your internal reporting claims are a credibility problem, and buyers treat unexplained gaps as a reason to distrust the whole model.
Regulatory and compliance. FDA/USDA registrations, label compliance, and — for alcohol — TTB permit status, COLA approvals, and state license transferability all get verified. Recall history and product-liability insurance are a specific line: a prior recall is not automatically disqualifying, but an undisclosed one, or thin coverage, is a real problem for a buyer inheriting the exposure.
Slotting commitments and inventory age. Buyers examine forward slotting and trade-spend commitments (are you locked into expensive shelf placement that eats future margin?) and age your inventory against its shelf life to price in write-off risk — a first-order item for a short-dated product.
The pattern across all of it: diligence is where the padded number meets the paper trail. A brand with a clean deduction bridge, assignable co-packer agreements, scan data that matches its internal reporting, and current compliance files sails through; a brand that cannot document those things gets retraded, and the retrade is multiplied by the deal multiple.
How do you keep the process quiet when your distributor talks to everyone?
A food or beverage sale has an unusually large number of parties who could leak it — distributors, co-packers, retail buyers, and brokers all sit inside your business — so confidentiality is not a nicety, it protects the value you are selling. The moment word reaches a distributor that you are selling, it can reach a competitor, spook a retail buyer, or unsettle your co-packer. The defense is structural, and it is exactly the workflow a data room is built for.
Gate everything behind an NDA and stage the reveal. No buyer sees anything beyond a blind teaser until they have signed. From there you open in tiers: blind financials to a broad set of NDA'd buyers, then customer-level economics and scan data to buyers who show real interest, then the crown jewels — formulas, co-packer terms, full customer contracts, and (for alcohol) license files — only to the shortlist moving toward an LOI. A buyer who is fishing never reaches your most sensitive material.
Serve sensitive documents view-only, with per-viewer watermarks. Your P&L, customer list, and co-packer terms should be view-only and watermarked with each viewer's identity on every page, so a leaked document traces back to exactly who leaked it. That single control changes behavior — a buyer who knows every page carries their name handles it differently.
Run each buyer on a separate link, and watch the analytics. A per-buyer link shows you who actually opened the financials and spent time on them versus who logged in once and left — real negotiating intelligence — and lets you revoke any one buyer without disturbing the others. In alcohol deals this matters even more, because the license-transfer window keeps sensitive documents live and exposed to regulators, escrow agents, and creditors for weeks or months, long after a normal deal would have closed and shut the room.
That staged, multi-party, long-window disclosure is precisely the shape of problem a purpose-built data room solves, and it is where I would point you next.
Where do the distributor agreements, scan data, and license files actually live during a brand sale?
They live in a data room built for exactly this staged, multi-party disclosure. I run Peony, a data room company serving 6,800+ customers, and a food or beverage sale is a textbook case for one. The $52-per-admin-per-month Data Room plan gives you unlimited storage, documents, and rooms; per-viewer dynamic watermarking so every page a buyer opens carries their identity; and an Advanced NDA with countersigning so buyers sign before anything sensitive appears. The $30 Business plan covers a lighter process, and the free tier (50 documents) lets you try the staged-reveal workflow before you commit. Analytics and link expiry are on every tier including Free, one-click revoke is on Business and up, and viewers are always free — so a distillery sale, with its long license-transfer escrow where documents sit exposed to regulators and creditors for weeks, costs no more to run than a single fast snack-brand deal. In the sale where a distributor, a co-packer, and a state regulator are all in your files at once, that control is the point.
What deal structures should you expect?
Expect the price to arrive in pieces — cash at close, an earnout, an escrow, and sometimes rolled equity — and in alcohol, expect the escrow to be sized to the license-transfer risk specifically. You do not need to be a structuring expert to sell your brand, but you need to know what the pieces are so you compare offers on what they actually net rather than on the headline.
Cash at close is the only guaranteed money, so it is the number you weigh most heavily. Earnouts — a portion paid only if the business hits agreed revenue or EBITDA targets over one to three years — bridge a valuation gap when buyer and seller disagree on the growth trajectory, which in CPG they often do; discount an earnout for the probability you actually hit the targets. Rolled equity, where you keep a stake in the acquiring platform, shows up most with PE and roll-up buyers and is the "second bite" that can pay you again when the platform sells — genuine upside, but illiquid and tied to the platform's performance, not your brand's, so size it as a bet. Transition services, where you stay on to hand off distributor and co-packer relationships that often live in your head, are near-universal.
The piece that is F&B-specific is the escrow, and in alcohol it is sized to the license-transfer risk directly. A normal escrow holds back for undisclosed liabilities and breached reps; an alcohol escrow also has to account for the risk that the license transfer does not complete. Because the buyer cannot legally operate on your permits until they re-qualify, and because a state process like California's locks the full price in a statutory escrow before filing anyway, the structure has to plan for approval being delayed or denied. This is where the regulatory mechanics from the alcohol section drive the deal terms. Treat all of this as the intro-level map it is — the structure that fits you is a conversation for your deal counsel and advisor.
Frequently asked questions
What is a food or beverage brand worth in 2026?
It depends far more on category, growth, and margin than on revenue. For branded CPG food and beverage, Windsor Drake's lower-mid-market valuation dataset puts EBITDA multiples at roughly 6.8x for $1M-$3M EBITDA platforms, about 8.1x at $3M-$5M, and 9.0x or higher at $5M-$10M — bigger, cleaner earnings command a higher turn (Windsor Drake LMM 2025). Advisor aggregations frame the broader branded-F&B market at a median around 10x-11x EBITDA, with 12x-16x when a strategic buyer wants them, versus 6x-10x for sub-scale or commodity-adjacent businesses (Taylor Sicard). The premium is paid for organic growth above roughly 30% that is real rather than bought with trade spend, gross margins in excess of 40%, and distribution headroom. Unprofitable craft beverage brands often get valued on asset floors — real estate, equipment, and aging inventory at depressed market value — rather than an EBITDA multiple at all.
What do food and beverage acquirers actually pay for?
Velocity and distribution quality, not just top-line revenue. Buyers underwrite units per store per week (velocity), ACV % (the share of retail volume in stores that carry you, weighted by store size), and whether your distribution is direct-to-retailer or runs through UNFI/KeHE where deductions eat into net. They diligence gross margin against category norms (food roughly 25%-35%, beverage roughly 40%-55%, per illustrative rules of thumb) and whether you clear the north-of-40% gross-margin bar. Owned manufacturing versus a single co-packer with no qualified backup is a value-driver — co-manufacturer concentration compresses multiples in diligence. Shelf-life and inventory age matter too: a short-dated product with slow velocity carries write-off risk a buyer prices in. Category momentum is the multiplier on top — spirit-based RTDs grew +14% in the US in 2025 while total US spirits volume fell -4% (IWSR), so a functional or RTD beverage in a hot lane clears at a different number than a flat legacy SKU.
Who buys food and beverage brands in 2026?
Three buyer types. Strategics — the PepsiCos, Celsius, Ferreros, and Mars of the world — pay the highest multiples for brands that plug a portfolio gap and can scale on their distribution: PepsiCo closed its poppi acquisition for $1.95 billion on May 19, 2025, and Celsius closed Alani Nu for $1.8 billion on April 1, 2025 (company releases). Private equity and consumer-focused funds buy founder-led platforms to compound them — real dry powder closed in the last year (VMG Fund VI at $1B, Monogram Fund III at $350M, CAVU Fund V at $325M). Platform roll-ups (independent sponsors and PE-backed consolidators) acquire multiple founder brands to share co-manufacturing and retail relationships, buying at a lower entry multiple and building toward a premium exit. Which is right depends on whether you want the highest headline (usually a strategic), the most upside (usually a platform), or the cleanest exit for you.
How does a food brand sale actually run?
Prep, then process. You recast the P&L to a clean, defensible EBITDA — the single most important step in a CPG deal because your gross sales are riddled with distributor deductions, slotting, and trade spend that a buyer's quality-of-earnings review will test line by line. Then you build the data room, run curated outreach to a short list of fitted buyers, gate everything behind an NDA, and stage disclosure so sensitive material (customer-level economics, co-packer terms, formulas) opens only as a buyer earns it. From there it's LOI, then 60-120 days of exclusive diligence, then close. Expect the whole thing to run roughly six to nine months for a healthy branded business, longer if you have an alcohol license to transfer, because the regulatory clock runs in parallel and often gates the closing date.
Do liquor licenses transfer when you sell a business?
Not cleanly, and this is where alcohol deals differ from every other consumer sale. Federal TTB permits — for distilled spirits plants, breweries, and wineries — are generally not transferable in an asset or ownership change; the successor must qualify as if it were a brand-new applicant before it can legally operate, and you file well in advance (TTB.gov). State licenses transfer person-to-person but on the state's terms: in California, Business & Professions Code §24074 requires buyer and seller to open an escrow with a neutral third party and the buyer to deposit the full purchase price into escrow BEFORE the transfer application is filed, with ABC approval typically running about 45-60 days and the escrow paying bona-fide creditors in statutory priority (Cal. B&P Code §24074). Label approvals (federal COLAs) generally need to be re-obtained by the new owner. Rules vary substantially by state — the California mechanics are one worked example, not a national rule — so confirm the specifics with licensing counsel in every state you operate in before you sign anything.
What will due diligence dig into on a food or beverage brand?
The documents that either prove or puncture your P&L. Buyers pull distributor agreements and your full chargeback and deduction history with UNFI/KeHE, reconcile your internal sales numbers against third-party scan data (Circana, SPINS, NielsenIQ), and examine co-packer or co-manufacturer agreements for capacity commitments, change-of-control language, exclusivity, and quality-audit history. They check FDA/USDA registrations and label compliance, recall history and product-liability insurance, slotting and trade-spend commitments, and inventory age against shelf life. For alcohol they add TTB permit status, COLA label approvals, and state license transferability. Missing or unassignable co-manufacturer agreements and an undocumented deduction history are the two issues most likely to retrade a CPG deal.
How do you keep a brand sale quiet when your distributor talks to everyone?
You control the surfaces where the news would leak — distributors, co-packers, retail buyers, and brokers all sit inside your process — by gating the whole thing behind an NDA and staging what each party can see. Serve the P&L and customer-level economics view-only, watermark every page with the viewer's identity so a leaked screenshot traces back to whoever leaked it, and open sensitive folders (formulas, co-packer terms, license files) only to buyers who have earned deeper access. Run each buyer on a separate link so you can see who actually read the financials versus who is fishing, and shut any one of them out without touching the others. In alcohol deals this matters even more, because the license-transfer window can leave sensitive documents exposed to regulators, escrow agents, and counsel for weeks or months.
Where do the distributor agreements, scan data, and license files actually live during a brand sale?
They live in a data room built for staged, multi-party disclosure — which is exactly what a food or beverage sale is. I run Peony, a data room company serving 6,800+ customers, and this is the job it is built for. The $52-per-admin-per-month Data Room plan gives you unlimited storage, documents, and rooms, per-viewer dynamic watermarking so every page a buyer opens carries their identity, and an Advanced NDA with countersigning so buyers sign before anything sensitive is visible. The $30 Business plan covers a lighter process, and the free tier (50 documents) lets you try the staged-reveal workflow before you commit. Analytics and link expiry are on every tier including Free, one-click revoke is on Business and up, and viewers are always free — so running a distillery sale with its long license-transfer escrow, where documents sit exposed to regulators and creditors for weeks, costs no more than a single fast snack-brand deal. That control matters most in the sale where a distributor, a co-packer, and a state regulator are all touching your files at once.
When is winding down a food or beverage brand better than selling it?
When the number a buyer will actually pay is below what you would net by liquidating, or when there is no real buyer. A brand with declining velocity, a single co-packer you cannot replace, thin or negative margins after deductions, and heavy short-dated inventory can be worth more as parts — equipment, real estate, remaining inventory sold through — than as a going concern. This is common in craft alcohol right now: American craft distiller counts fell -25.6% in a single year (3,069 in August 2024 to 2,282 in August 2025) and craft breweries saw closings outpace openings for a second straight year (268 openings against 434 closings in 2025) (American Craft Spirits Association; Brewers Association). If your business is one of those, an honest conversation with an advisor about an orderly wind-down or an asset sale of the license, equipment, and brand IP separately can beat forcing a whole-business sale that no strategic wants.
About the author: Chris Chen came to Peony from Moelis & Company, where he worked in M&A across cross-border, healthcare, industrials, and consumer transactions. He writes about how deals actually get diligenced and closed for owners and founders selling or raising — often for the first time — in the sectors he covered as a banker. Peony is the data room platform used by 6,800+ customers across M&A, fundraising, and diligence workflows.
Sources
- PepsiCo — Completes Acquisition of poppi (closed May 19, 2025, $1.95B)
- Celsius Holdings — Completes Acquisition of Alani Nu (closed April 1, 2025, $1.8B)
- WK Kellogg Co — Ferrero Completes Acquisition of WK Kellogg Co (closed Sept 26, 2025, $3.1B)
- Mars — Final Regulatory Approval, Kellanova Acquisition (~$36B, closed Dec 2025)
- TTB — Change in Proprietorship or Control (winery)
- TTB — Changes After Original Qualification (brewery)
- TTB — COLA Public Registry
- BevLaw — FAQ on DSP Processing Time
- Barrel Clarity — Navigating the TTB Licensing Maze (federal permit guide)
- California B&P Code §24074 — ABC License Transfer Escrow (Justia)
- Secured Trust Escrow — Guide to ABC License Transfers in California
- The Spirits Business — US Craft Distillery Numbers Drop 25% (ACSA data)
- Brewers Association — The 2025 Year in Beer
- Drinks International — Whiskey oversupply / Kentucky barrel inventory
- VinePair — What Whiskey Oversupply Means for the Industry
- The Spirits Business — RTDs Up 14% in US as Spirits Fall in 2025 (IWSR)
- SommBot / NielsenIQ — Canned Wine Sales Growth 2026
- Auxo Capital Advisors — Food & Beverage Valuation Multiples 2025
- Taylor Sicard — Food, Beverage & DTC Acquisitions 2026
- PitchBook — Q3 2025 Food & Beverage CPG Report
- CPG Scout — CPG Sales Velocity
- CPG Scout — CPG Trade Spend
- eightx — CPG Trade Spend Accounting
- NielsenIQ — All-Commodity Volume (ACV) Definition
- Glimpse — UNFI / KeHE Supplier Deductions
Related resources
- Business exit planning — the generalist exit framework: readiness, timing, and the full menu of exit paths before you narrow to a brand sale
- How to sell a beauty brand — the beauty companion to this post: prestige/celebrity multiples, formula-IP ownership, and Sephora/Ulta channel diligence
- CPG fundraising data room — the raise-side companion: what consumer investors want in the room when you are raising, not selling
- Food and beverage investors — the raise-side investor rundown for founders looking for capital before an exit
- Consumer capital partners for independent sponsors — the buyer's-eye view: the PE and roll-up firms funding consumer deals, with 2026 check sizes and sub-sector multiples
- Sell-side due diligence — how to prepare your business for what buyers will do to it, so diligence verifies your number instead of cutting it
- Quality of earnings — how buyers test your adjusted EBITDA and how to build a defensible add-back package before you show a number