Services · 04
eCommerce M&A
Diligence
Growth and marketing diligence for eCommerce acquisitions. Post-acquisition operating plans.
The problem
eCommerce M&A requires hands-on diligence beyond what strategy consultants provide. Growth assumptions, attribution claims, channel sustainability, and the operating model all need eyes that have personally run the function being evaluated. Since 2022 the acquisition landscape has consolidated, and the buyers that remain hold a higher bar for what they will underwrite.
Standard diligence often misses what a practitioner sees at once: inflated platform-reported ROAS, dependency on a channel that is saturating, undisclosed founder dependencies in the marketing function, and attribution claims that do not survive triangulation.
The approach
Diligence done by someone who has personally run the function being underwritten.
The work runs along four lines. A marketing function audit assesses team structure, agency dependencies, and founder concentration risk. Attribution and measurement validation triangulates claimed performance against independent measurement.
Growth potential and saturation analysis weighs realistic forward growth against optimistic projections. Operating model evaluation identifies what would need to change after close for the asset to scale.
Attribution validation in diligence draws on the same MMM and Measurement methodology used in standalone engagements.
Background
More than a decade of senior marketing and growth leadership across in-house and agency roles. A triangulation MMM and multi-vendor incrementality specialty, which is rare in M&A diligence. Pattern recognition from a portfolio of 250+ consumer brands across categories. Hands-on operating experience as a reality check on growth claims.
Engagement structure
- 01
Per-deal Diligence
Two to four weeks. Full marketing and growth diligence on a specific target, including founder interviews, data validation, a channel audit, and a written diligence memo. The outcome is a clear recommendation with supporting evidence.
- 02
Post-acquisition Operating Plan
Four to eight weeks. For deals that proceed, build the operating plan for the first twelve months after close. The outcome is a prioritized roadmap with specific initiatives and timelines.
- 03
Retained Portfolio Advisor
Monthly retainer for firms holding several eCommerce assets. The outcome is continuous bench depth across the portfolio.
Pricing
Pricing is scoped to each engagement rather than sold in fixed tiers. Every engagement begins with a free initial consultation, where we define the work and the cost together.
Or reach out directly at hello@anthesia.io.
Who this is for
Private equity firms with a consumer or eCommerce vertical. Strategic acquirers in the consumer space. Rollup and platform buyers. Family offices building consumer portfolios. Banks and advisors that need practitioner-level diligence support.
Example engagements
Illustrative
The following are representative scenarios. They illustrate typical scope and outcome shape, not actual client work. Real case studies will replace them as engagements progress.
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A mid-market private equity firm evaluating a consumer brand acquisition. Scope: three weeks of marketing function diligence, including founder interviews, attribution validation, channel sustainability analysis, and growth potential assessment. Outcome shape: a written diligence memo with practitioner-level findings on inflated platform-reported ROAS, real channel-concentration risk, and realistic forward-growth scenarios against the seller's projections.
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A strategic acquirer that has just closed on a consumer brand. Scope: a six-week post-acquisition operating plan covering first-year priorities, an agency relationship review, a measurement architecture upgrade, and growth investment allocation. Outcome shape: a prioritized roadmap with specific initiatives, timelines, and ownership assignments ready for the in-house team.
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A firm with several consumer portfolio companies. Scope: a monthly retained portfolio advisor role at roughly twelve hours per month across the portfolio. Outcome shape: cross-portfolio pattern recognition on common growth bottlenecks, agency vendor consolidation, and talent gaps, plus advisory support on individual company decisions.
Questions
- What asset sizes do you typically work with?
- Deal sizes from $5M to $100M+ in enterprise value. The sweet spot is $10M to $50M, where practitioner-level diligence has the highest marginal value.
- Do you provide diligence on Amazon-only businesses?
- Yes. Amazon-only diligence has its own patterns, such as platform dependency risk, FBA economics, and brand registry status, that benefit from practitioner-level analysis.
- Can you turn diligence around faster than two weeks?
- Yes. Expedited timelines are available with a rate adjustment. The standard turnaround protects the depth of the analysis.
- How does this fit alongside financial and legal diligence?
- It sits beside them. Financial and legal diligence cover the books and the contracts; this covers whether the growth story holds up, which is where marketing-driven assets are most often mispriced. The output is built to drop into a wider diligence package.
- Can you work under NDA and on tight timelines?
- Yes. Diligence is confidential by default, and expedited timelines are available when a deal is moving. The standard two to four week window protects depth, but faster turnarounds are possible with a rate adjustment.
Discuss an engagement
Start with the problem you are trying to solve.
Tell us the shape of the work and the outcome you need. We will tell you honestly whether this is a fit.