Due Diligence Guide · Brewery & Craft Beverage

Due Diligence for Acquiring a Craft Brewery or Beverage Business

A structured framework covering licensing, distributor relationships, equipment condition, and revenue quality before you close on a craft beverage acquisition.

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Acquiring a craft brewery involves far more complexity than a typical small business deal. Buyers must evaluate TTB and state licensing transferability, distributor agreement terms, equipment replacement risk, and a revenue mix spanning taproom, wholesale, and events — all before committing capital at 2.5x–4.5x EBITDA multiples common in this fragmented, $28B market.

Brewery & Craft Beverage Due Diligence Phases

01

Phase 1: Licensing, Compliance & Legal Review

Verify that all federal and state permits are clean, current, and transferable to new ownership without regulatory delay or deal-blocking violations.

TTB Brewer's Notice & Federal Permit Statuscritical

Confirm the federal TTB Brewer's Notice is active, violation-free, and understand the new-ownership notification process required before closing.

State Brewery & Taproom License Transferabilitycritical

Review each state license for change-of-control provisions, transfer timelines, and any pending regulatory actions that could delay or block the acquisition.

Distributor Agreement Change-of-Control Clausescritical

Audit all distribution contracts for consent requirements, termination rights triggered by ownership change, and exclusivity terms affecting post-close revenue.

02

Phase 2: Financial Quality & Revenue Analysis

Assess true normalized EBITDA by channel, validate COGS structure, and identify personal expenses or non-recurring items distorting reported profitability.

Channel-Level Revenue Breakdown & Stabilitycritical

Separate taproom, wholesale distribution, events, and merchandise revenue over 3 years to assess mix stability and identify over-dependence on any single channel.

Cost of Goods Sold & Gross Margin by Productimportant

Analyze raw material costs for hops, malt, cans, and CO2 alongside packaging and labor to validate gross margins by SKU and distribution channel.

Owner Add-Back & Expense Normalizationimportant

Identify commingled personal expenses, above-market owner compensation, and non-recurring costs to calculate a defensible adjusted EBITDA for deal valuation.

03

Phase 3: Operations, Equipment & Key Person Risk

Evaluate physical asset condition, operational documentation, and the degree to which the business can run independently of the founding brewer post-close.

Equipment Condition & Replacement Cost Assessmentcritical

Commission a professional appraisal of fermenters, canning lines, cold storage, and glycol systems to quantify deferred maintenance and near-term capex exposure.

Brewing SOPs & Recipe Documentationimportant

Verify that all core recipes and brewing processes are documented in transferable SOPs, reducing key-person risk tied to the founding brewer's institutional knowledge.

Management Depth & Key Employee Retentionimportant

Identify whether a head brewer, taproom manager, or operations lead exists who can run daily operations, and assess retention risk for those individuals post-acquisition.

04

Phase 4: SBA Financing and Deal Structure Validation

Verify the Brewery & Craft Beverage acquisition qualifies for SBA financing, the purchase price is supportable by the verified cash flow, and the deal structure protects the buyer's downside.

SBA Eligibility Confirmationcritical

Confirm the Brewery & Craft Beverage meets SBA 7(a) eligibility requirements: the business is for-profit, U.S.-based, within SBA size standards, and the buyer meets personal financial requirements. Some industries have specific SBA restrictions — verify before LOI.

Normalized EBITDA vs. SBA Debt Service Coveragecritical

Model verified normalized EBITDA against projected SBA loan payments at current rates. A $1M SBA 7(a) loan at 10.5% over 10 years costs approximately $13,000/month. The Brewery & Craft Beverage must generate at least 1.25x debt service coverage after a market-rate manager salary to pass underwriting.

Seller Note and Earnout Structure Reviewimportant

Confirm the seller note is properly subordinated to the SBA loan and goes on 24-month standby as required by SBA rules. If an earnout is included, define exact measurement metrics, time period, and dispute resolution process before signing the purchase agreement.

Brewery & Craft Beverage-Specific Due Diligence Items

  • Verify that all distributor agreements include a right-of-assignment clause or written consent process that supports a clean ownership transfer without account loss.
  • Request a complete TTB excise tax filing history for the past 3 years to confirm compliance and identify any underpayment exposure that transfers with the assets.
  • Obtain a cold storage and draft line maintenance log to assess whether taproom infrastructure meets health code requirements and has been serviced regularly.
  • Analyze taproom foot traffic trends, loyalty program membership data, and event revenue seasonality to validate recurring on-premise customer demand.
  • Review raw material supplier contracts for hops, malt, and CO2 to assess pricing lock-ins, volume commitments, and supply continuity risk post-acquisition.
  • Verify that the purchase price divided by verified normalized EBITDA produces a multiple consistent with current market comparables for Brewery & Craft Beverage transactions — overpaying by 0.5x–1.0x EBITDA is the most common buyer error in this sector.
  • Confirm the lease terms are assignable to the buyer with the landlord's written consent, and that the remaining lease term extends at least through the SBA loan term — lenders require this before funding.
  • Request copies of all material vendor contracts, supplier agreements, and service relationships — confirm which are transferable, which require novation, and which may terminate on change of ownership.

Standard Document Request List

Before signing a Letter of Intent, request these documents from the seller. Missing or incomplete items are a red flag — not a reason to proceed without them.

  • 3 years of business tax returns (Schedule C or Form 1120)
  • Last 3 years profit & loss statements (monthly detail)
  • Current balance sheet and accounts receivable aging
  • Customer/client list with revenue by account (anonymized)
  • All active contracts, subscriptions, and recurring agreements
  • Equipment list with condition and estimated replacement cost
  • Employee roster with tenure, title, and compensation
  • Any pending or threatened litigation or regulatory complaints
  • Owner compensation and discretionary expense add-backs
  • Year-to-date financials vs. prior year same period

Frequently Asked Questions

Can a brewery's liquor license be transferred to a new owner during an acquisition?

Most state brewery and taproom licenses require a formal transfer application or new-owner application. Timelines vary from 30 to 180 days depending on jurisdiction, making early regulatory engagement critical to avoid post-close operational gaps.

What EBITDA multiples should buyers expect when acquiring a craft brewery?

Lower middle market craft breweries typically trade at 2.5x–4.5x adjusted EBITDA. Taproom-heavy operations with stable traffic command higher multiples; wholesale-dependent businesses with declining accounts or aging equipment trade toward the lower end.

How do I assess whether distributor relationships will survive a change of ownership?

Review each distribution agreement for change-of-control provisions and request introductions to key distributor reps during diligence. Relationship strength and contract transferability are both factors; earnouts tied to wholesale retention can protect buyers post-close.

Is SBA financing available for craft brewery acquisitions?

Yes. Craft breweries are SBA 7(a) eligible, with lenders typically financing 80–90% of the purchase price. Buyers should expect a 10% equity injection, strong personal credit, and 3 years of clean business financials to qualify for approval.

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