Built to Be Bought: What Thorne’s $3.8B Sale and SpikedAde’s Earnout Reveal About What Acquirers Pay For

Acquirers do not pay for the brand you have today. They pay for the brand that will keep growing after you hand over the keys. Two deals this fall show what that means in practice, and why the way you build in the next 18 months decides both your price and how much of it you actually collect.

In August, Procter & Gamble agreed to buy Thorne, a supplement brand founded in 1984, for $3.8 billion in cash from private equity firm L Catterton (Food Manufacture, August 6, 2026). Thorne has passed $500 million in annual revenue, and its direct-to-consumer sales grew 63% in 2025 (Marketing Dive, September 29, 2026).

Last week, Constellation Brands, the maker of Modelo, agreed to buy SpikedAde, a vodka-based sports drink, for $75 million up front plus an earnout of up to $278 million over five years, tied to performance (Food Dive, October 7, 2026). In other words, nearly four out of every five potential dollars in that deal depend on what the brand does after closing.

One is a blockbuster. The other is a bet with conditions attached. Together they answer a question I hear from almost every founder and private equity sponsor I work with as a fractional CEO, COO and CMO: what actually makes a consumer brand worth buying?

What does it mean for a brand to be “built to be bought”?

A brand that is built to be bought is one whose growth does not depend on its founder, its current team or a single customer. An acquirer can plug it into a larger system, keep what makes it special and scale it faster than the founder could alone. The brand earns a premium valuation because the buyer can see a clear, low-risk path to more growth.

This is not about planning an exit from day one or building a company you do not care about. The things that make a brand acquirable are the same things that make it a great business to own: a clear position, healthy unit economics, systems that work without heroics and a team that can execute. Building this way gives you options. You can sell, raise capital on better terms or keep running a business that does not need you in every meeting.

Why acquirers are pickier in 2026

Buyers are still active, but they are selective. PKF O’Connor Davies describes the 2026 food and beverage M&A market as split in two: high-quality assets draw strong interest, while many mid-tier businesses remain on the sidelines (PKF O’Connor Davies, August 2026). Mondelēz CEO Dirk Van de Put put it bluntly: acquisitions “really have to offer us a unique competitive advantage” (The Food Institute, March 2026).

The valuation gap between those two groups is wide. Public branded food companies traded at a median of about 1.6 times revenue in mid-2026, and non-alcoholic beverage companies at about 2.3 times. Yet Marzetti paid 4.6 times revenue for Bachan’s, the Japanese barbecue sauce brand (PKF O’Connor Davies, August 2026). The same report says strategic buyers are “often willing to pay premium valuations for highly-synergistic assets” with differentiated brands, strong margins and validated formulations. Thorne’s price, against reported revenue of more than $500 million, sits well above the public medians too.

The premium goes to brands that remove risk for the buyer. Everything else gets a discount, a long diligence process or an earnout.

Seven things acquirers actually pay for

Across the deals I have seen and the ones in the headlines, the same seven qualities show up again and again. Think of them as a checklist. The more of them you can prove with data, the stronger your negotiating position.

1. A distinct position in a growing segment. Constellation’s CEO said SpikedAde “has successfully carved out a distinctive position in an emerging segment” (Food Dive, October 7, 2026). Ready-to-drink cocktail volume grew 3% in 2025 while most alcohol categories declined. Buyers want to own a clear answer to a question consumers are asking more often, not one more option in a crowded shelf.

2. A brand platform that scales beyond the founder. Thorne did not sell on science alone. Research showed consumers cared less about its scientific rigor than the company expected, so it rebuilt its brand around the idea that “Thorne rewards curiosity with excellence” and, in the words of its chief growth officer, shifted to “being consumer-first versus being Thorne-first” (Marketing Dive, September 29, 2026). A written brand platform that any team can execute is worth more than a founder’s instinct that lives in one head.

3. Proof that growth is repeatable. Acquirers want to see that growth comes from a system, not a lucky break. That means velocity holding or rising as you add doors, repeat purchase you can measure and new channels that perform the way your model said they would. Thorne’s 63% DTC growth mattered because it showed demand the brand could create on purpose.

4. Clean unit economics. Buyers will rebuild your P&L from the ground up. Know your contribution margin by SKU, channel and customer after trade spend, freight and deductions. If a buyer finds margin you did not know you were losing, they will price that uncertainty into the deal.

5. A supply chain someone else can run. Strategic buyers pay for synergies: shared manufacturing, procurement and distribution. That only works if your formulas, specifications, co-manufacturer agreements and quality systems are documented and transferable. Constellation is folding SpikedAde into its beer division for product oversight, marketing and distribution. A brand that is hard to integrate is worth less to the buyer who could pay the most.

6. A team that does not depend on the founder. If every key retailer relationship, every big decision and every piece of institutional knowledge runs through one person, the buyer is acquiring a key-person risk. That risk is often handled with a long earnout or a founder employment agreement, both of which shift value away from the seller.

7. Numbers you can defend in diligence. Monthly closes that are on time, a forecast that matches reality and data from retailers and distributors that ties back to your financials. Messy numbers do not just slow a deal down. They give the buyer leverage to lower the price late in the process, when you have the least room to walk away.

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The earnout math every founder should understand

An earnout is the part of a purchase price that is paid only if the business hits agreed targets after the sale, usually revenue or profit. Buyers use earnouts to bridge the gap between what a seller believes the brand is worth and what the buyer can verify today.

Earnouts are common. They appeared in 24% of private-company deals in 2025, and the median earnout was worth 34% of the closing payment (Fasken summary of the SRS Acquiom 2026 Deal Terms Study, May 2026). SpikedAde’s earnout is worth more than three and a half times its upfront price, which tells you how much of the value the buyer still considers unproven.

Here is the number that matters most. SRS Acquiom found that sellers have collected only about 21% of the total maximum earnout potential in the deals it tracked, and only 59% of earnout deals paid anything at all (SRS Acquiom, 2026). In plain terms, sellers collect roughly 20 cents of each potential earnout dollar.

That is not always because the buyer acts in bad faith. After closing, the seller usually no longer controls pricing, marketing spend, distribution priorities or the sales team. The brand is now one item on a much bigger company’s list. The lesson is simple: every risk you remove before the sale is value you get paid for at closing instead of hoping to collect later.

A 12-to-24-month plan to get your brand ready

Getting ready for a sale or a major capital raise is not a last-minute project. Most of the work takes a year or more to show up in the numbers. Here is the sequence I use with founders and sponsors.

Months 1 to 3: See the business the way a buyer will. Run a mock diligence review. Rebuild contribution margin by SKU, channel and customer. Identify the three biggest risks a buyer would flag, such as customer concentration, a single co-manufacturer, founder dependence or weak data. Decide which ones you can fix and which you need to explain.

Months 4 to 9: Fix the foundation. Install a monthly close and a forecast you trust. Document your formulas, specifications and supplier agreements. Write down your brand platform so the team can execute it without the founder. Cut or fix the SKUs and accounts that dilute margin. Put a weekly operating cadence in place so decisions do not wait on one person.

Months 10 to 18: Prove the growth story. Show consistent velocity as you add distribution. Track repeat purchase and lifetime value where you can. Build a second layer of leadership that owns key retailer relationships and core functions. Every quarter of clean, predictable results makes your projections more believable.

Months 18 to 24: Tell the story with evidence. By now the data, the systems and the team should speak for themselves. That is when you choose whether to run a sale process, raise capital or simply keep growing a business that is easier and more valuable to own.

Where a fractional executive fits

Most founder-led brands between $10 million and $200 million in revenue do not have a full-time executive who has taken a company through diligence and a sale. Hiring one permanently 18 months before an exit rarely makes sense, and a new full-time hire needs time to learn the business before they can change it.

A fractional CEO, COO or CMO can fill that gap. A fractional COO typically owns the operating cadence, the margin work, supply chain documentation and diligence readiness. A fractional CMO typically owns the brand platform, the growth proof points and the marketing story buyers will test. In many brands, one experienced operator covers both, because a buyer’s view of the brand and of the operation are tightly linked. For private equity sponsors, a fractional executive is a practical way to execute a value creation plan in a portfolio company without adding permanent overhead.

The goal is not to dress the business up for a sale. It is to build the brand that buyers want to own, so you have the choice of whether and when to sell.

Frequently asked questions

How do I make my brand more attractive to acquirers?

Focus on what reduces risk for the buyer: a distinct position in a growing segment, a brand platform that does not depend on the founder, proof that growth is repeatable, clean unit economics by SKU and channel, a documented supply chain, a leadership team beyond the founder and financials that hold up in diligence.

What is an earnout in an acquisition?

An earnout is part of the purchase price that is paid only if the business meets agreed targets after the sale, usually revenue or profit goals over one to five years. Earnouts appeared in about 24% of private-company deals in 2025, but sellers have historically collected only about 20% of the total potential earnout value.

How long does it take to get a CPG brand ready to sell?

Most brands need 12 to 24 months. Fixing margin, documenting the supply chain, building a leadership team and producing several quarters of predictable results all take time to show up in the numbers buyers review.

What valuation multiples are food and beverage brands getting in 2026?

Public branded food companies traded at a median of about 1.6 times revenue in mid-2026 and non-alcoholic beverage companies at about 2.3 times. Highly differentiated brands with strong margins and synergies can command much more. Marzetti paid 4.6 times revenue for Bachan’s.

Can a fractional executive help prepare a company for sale?

Yes. A fractional CEO, COO or CMO can run mock diligence, fix margin and reporting, document operations, strengthen the brand platform and build the leadership team a buyer expects to see, without the cost of a permanent executive hire.

Build the brand you would want to buy

Thorne’s $3.8 billion price and SpikedAde’s mostly conditional one come from the same logic. Buyers pay for certainty. The brands that earn the biggest checks at closing are the ones that have already proven they can grow without their founder holding everything together.

If you are thinking about a sale, a recapitalization or simply building a business that is more valuable to own, I would be glad to talk through where your brand stands today and what it would take to close the gap. Start the conversation here.

Related reading: The Founder-to-Operator Handoff, on when a founder-led brand needs an operator; Subtraction Is a Growth Strategy, on cutting what dilutes margin; and The Tariff Risk Most PE-Backed CPG Deals Don’t Underwrite For.

Marc Drucker is a fractional CEO, COO and CMO who helps food, beverage and consumer products companies turn growth into a business that lasts. He is the author of “How Leaders Fuck Up Innovation.” Learn more at marc-drucker.com.

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