Ecommerce Lending

Buy-side advisory.
Start to finish.

500+ closings across ecommerce, SaaS, and digital services. We structure the deal, fight for the terms, and place the capital.

500+
Transactions closed across ecommerce, SaaS, and digital services
$1B+
In senior and subordinated debt behind client acquisitions
96%
Close rate on signed LoIs advised by our team
$750K to $250M
Deal-size range on current active book

Why Advisory
exists.

Brokers sell deals. Advisors protect buyers. The distinction shows up on wire day.

Buying a business is one of the largest financial decisions most operators will ever sign their name to, and the path from letter of intent to funded wire is full of technical, financial, and strategic landmines that quietly kill otherwise promising deals. The QoE lands with a 12% adjustment the seller didn't flag. The lender's term sheet arrives with a fixed-charge covenant nobody modeled. The working-capital peg turns into a five-figure argument on settlement day. Reps and warranties come back weaponized in the first purchase-agreement redline. And the exclusivity window is closing.

Advisory is the trusted seat next to the buyer from first CIM to wire. We read the CIM with you, underwrite the target's financials, redline the LoI in 72 hours, chair the weekly diligence call, shop the capital stack across the lender desks that will actually take the file, and run the purchase-agreement fight line by line. One advisor, one workstream, one fee, across a transaction that otherwise sprawls across six vendors and two of your weekends.

Because we live at the intersection of financing and acquisitions, every read we give you is grounded in what lenders will actually fund and what real purchase agreements look like at the closing table. No academic structure memos. No deal math that collapses at credit committee.

We've closed 500+ acquisitions across ecommerce, SaaS, and digital services, from $750K mom-and-pop Shopify brands to $250M sponsor-backed platforms. Whether you're a first-time buyer making the jump into ownership or an experienced operator adding to a portfolio, the work is the same: informed decisions, fewer costly missteps, and a structure that holds up a year past close. Buyers who hire a real advisor move confidently from opportunity to ownership.

The engagement

What we
offer.

Four disciplines inside a single engagement. One senior advisor runs all four; the file doesn't get handed off mid-deal.

Deal structure

LoI assistance

Drafting and redlining letters of intent that survive diligence: purchase price, working-capital peg, escrow, indemnity baskets, exclusivity windows, and non-compete perimeter. The terms a broker will not write on your behalf.

Turnaround
72-hour review
Typical outcome
3-5 structural wins per deal
Deal economics

Structure & negotiation

Sitting across from seller’s counsel on the terms that move dollars: earn-out triggers, seller notes, rollover equity, R&W packages, and post-close integration provisions inside the purchase agreement.

Redline cycles
4-6 per deal
Typical outcome
R&W calibrated to market
Diligence orchestration

Due diligence

Running QoE, tech, legal, and insurance in parallel: vendor selection, scope negotiation, weekly call, findings triage, and translation of red flags back into the PA before exclusivity closes.

Workstreams
6-10 parallel vendors
Typical outcome
Diligence complete at day 55
Financing & closing

Capital stack & close

Term sheet shopping across SBA, Flex, and Capital Access desks, plus seller notes, rollover equity, and earn-outs. Closing coordination from signed purchase agreement through the wire.

Lender desks
100+ relationships
Typical outcome
3 competing term sheets
Engagement scope

A single engagement letter. Fees calibrated to enterprise value and offset against origination when we also place the debt.

01
Target thesis review
Written read on a specific target’s vertical fit, size band, and structural viability before you spend on diligence
02
Target underwriting
First-pass financial analysis of the target: normalized EBITDA, working-capital profile, add-back defensibility, and a lender-fundability read before you commit capital to QoE
03
LoI drafting & negotiation
Full redline cycles with seller’s counsel; working-capital peg, escrow, indemnity caps, exclusivity
04
QoE vendor selection
Two-quote bid on every engagement; scope negotiated to what the deal actually needs
05
Legal counsel referral
Introductions to three firms we’ve closed with inside the last 12 months at your deal size
06
Lender placement
File placed to 2-5 desks across SBA, Flex, and Capital Access; term sheets compared line by line
07
Working-capital peg modeling
Monthly average methodology, seasonality adjustments, true-up mechanics, settlement day math
08
Reps & warranties / R&W insurance
Policy shopping on deals over $10M; carve-out review; retention and breach basket calibration
09
Post-close 100-day plan
Integration checklist, covenant calendar, first-year reporting package, and lender relationship handoff
10
Fees
Typical 1.0-1.5% of enterprise value, offset dollar-for-dollar against our closing credit when we place the debt. No retainer on deals where we win the financing engagement.

What sets our
advisory apart.

Six things we do that a generalist M&A shop usually cannot.

  1. Deep capital fluency

    You aren’t getting handed to a broker. Every advisor on our team has closed 50+ debt financings and can model covenant packages, fixed-charge math, and pro-forma leverage in front of you on the call.

  2. Ecommerce and SaaS specialization

    500+ files across Amazon aggregators, Shopify operators, DTC holdcos, B2B SaaS, and digital services. We know the working-capital traps, the ad-spend normalizations, and the Amazon reserve mechanics on sight.

  3. Lender-side relationships

    100+ active lender desks: SBA, institutional senior, private credit, ABL, and sponsor-grade unitranche. We know which credit committees are open this month and which ones are quietly closed.

  4. No conflicted fees

    We don’t sell QoE, we don’t sell legal, and we don’t sell insurance. Every referral is to an outside firm we’ve paid diligence invoices to on other deals, never to a captive subsidiary of ours.

  5. Full diligence choreography

    One weekly call, one workstream tracker, one point of escalation. The alternative (six vendors reporting to you in parallel while you’re also running your day job) is how deals miss exclusivity.

  6. Three decades of reps & warranties

    Our senior advisors have negotiated R&W packages on deals from $2M to $250M. We know which carve-outs the R&W market will actually insure, which sellers will concede them, and where the indemnity basket should actually sit.

A recent
engagement.

Anonymized. Representative of Q1 2026 book.

A second-time founder retained us after an LoI on a DTC supplements brand ($3.2M TTM EBITDA, $14.8M ask) stalled in week four of diligence. The QoE had come back with a $480K add-back dispute, the SBA desk had pulled over concentration, and the seller's counsel was re-trading on working capital. We re-shopped the file to three Flex desks inside a week, rewrote the peg on a 12-month trailing average basis, and negotiated a $350K indemnity carve-out in exchange for conceding the add-back. Wires went out 19 days later.
Enterprise value
$14.8M
Senior placed
$10.2M
Peg reduction
$410K
Diligence rescue
19 days
Term sheets sourced
3 competing
Advisory + origination
One fee

Questions we
hear often.

Plain answers. If yours isn't here, a senior advisor will pick up within a day of your prequal.

Q01

What’s the scope vs. what a broker does?

A broker represents the seller. Their job is price, speed, and close certainty on the sell side. We represent the buyer. Our job is pressure-testing the target you’ve identified, negotiating the LoI and purchase agreement against the seller’s broker, orchestrating diligence, and placing the capital. We sit on your side of the table for the entire transaction. Brokers cash out at close. We have a 100-day plan.

Q02

When should we bring you in?

Ideally before you’ve signed an LoI. The most expensive mistakes in lower-middle-market M&A happen in the LoI: working-capital peg, escrow size, exclusivity window, indemnity cap. Fixing those in the purchase agreement is a fight; fixing them in the LoI is a redline. That said, roughly a third of our engagements start post-LoI when a deal has gotten stuck in diligence or the lender has pulled.

Q03

What do fees look like?

Advisory fee is typically 1.0-1.5% of enterprise value, scaled down on larger deals. On any engagement where we also place the debt financing, the origination credit offsets the advisory fee dollar-for-dollar up to our full fee, so in the normal path you pay us once, not twice. We do not charge a retainer on deals where we’ve won the financing engagement. For advisory-only engagements we take a $25K engagement fee credited against success.

Q04

Do you represent sell-side too?

No. We advise buyers only. That lets us take hard positions in LoI and purchase-agreement negotiation without worrying about our broker relationships. We do maintain close relationships with sell-side brokers across the verticals we cover, which is how we see deal flow, but we will never represent a seller on a transaction where we’re also buy-side.

Q05

Is there a conflict of interest with the debt placement?

We’re transparent about it: we do earn origination on the financings we place. Two guardrails. First, our advisory fee credits against the origination, so we aren’t stacking fees, we’re collecting one of them. Second, we shop every file to 2-5 lender desks and give you the full term sheets so you see the pricing alternatives. If the cheapest rate is from a desk we’ve never closed with, that’s the one we recommend.

Q06

Can we substitute an in-house CFO for advisory?

Sometimes. A seasoned acquisition CFO who’s closed 10+ deals can run the workstream. What they generally can’t do: shop a file across 100 lender desks in the week that matters, turn LoI redlines inside 72 hours while running the rest of your finance function, or flag the structural issues that only surface after you’ve closed a few Amazon aggregators. We often work alongside an in-house CFO, dividing the work rather than duplicating it.

Q07

Do you support foreign buyers?

Yes, a meaningful portion of our book. We advise non-US operators acquiring US ecommerce and SaaS targets across Canada, UK, EU, and APAC. The capital stack is different (Flex rather than SBA, typically) and the diligence workstream includes FIRPTA, CFIUS screening where applicable, and tax-structuring referrals to firms that run this weekly. We’ve closed foreign-buyer deals in every jurisdiction that matters.

Q08

What’s the timeline expectation?

From signed LoI to close, plan on 8-12 weeks for a standard file. Shorter when the target is clean and a lender is pre-aligned (we’ve closed in six weeks). Longer when QoE surfaces material adjustments, a lender pulls mid-diligence, or the purchase agreement runs a second redline cycle. Our median advised close from signed LoI to wire is 84 days.

The right advisor
changes the outcome.

Tell us what's on your desk: a CIM, an LoI, a stalled diligence file. A senior advisor will return a written read inside 24 hours with a view on fit, timeline, and what we'd do in the first week.

Buy-side engagements only