Distribution and wholesale M&A
Data room for selling a distribution or wholesale business
ClosingVault is a data room for selling a distributor or wholesaler, for any lower-middle-market deal up to $50 million. ERP exports, supplier agreements, rebate statements and bank records go in as they come, in batches of any size, and each file is filed by topic and period against the checklist, so the buyer sees a complete room and the broker sees the gaps.
Last updated: 2026-11-03
What do buyers of a distribution company ask for in diligence?
Margins in distribution are thin, so buyers dig into the things that move them: what is on the shelf, which lines you carry, what the suppliers pay back and what each customer is worth.
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Inventory detail and aging
Inventory by item and location, slow-moving and obsolete stock, and how reserves are set, so the buyer can judge whether the inventory on the balance sheet will sell.
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Supplier and line-card agreements
The distribution agreements for each manufacturer line you carry: territory, terms, and whether the manufacturer has a say in a change of ownership.
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Rebates and vendor programs
Volume rebates, marketing funds and other supplier programs, with how and when each is booked.
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Sales and gross margin by customer
Several years of revenue and margin by customer and product line, which shows concentration and where the profit actually comes from.
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Receivables and credit terms
The receivables aging, customer credit terms and bad-debt history.
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Warehouse and delivery
Warehouse leases, delivery vehicles and the systems that run the warehouse and the routes.
What makes a distribution deal hard to diligence?
Small numbers that move value. A rebate booked in the wrong period, inventory nobody has counted lately or a top line a manufacturer could pull can each shift the price, so buyers often observe a physical count, ask for rebate reconciliations and read every line-card agreement.
The buyer is often a strategic: a larger distributor that overlaps your customers and suppliers. That makes what they see, and when, a real question; customer pricing and supplier terms usually open late, and only to the people who need them.
How does ClosingVault handle a distribution sale?
Built for batches of exports and a buyer who may be a competitor.
How quickly can a distributor’s data room be ready?
About 3 minutes with the standard checklist. It already asks for the Accounts Receivable and Accounts Payable Aging Schedules, the Inventory Valuation Report, the Top 10 Customer and Top 10 Supplier & Vendor Contracts, Price Lists & Rate Cards and the Real Estate Lease Agreements. Add your rebate and line-card items from your own Excel list. From there it’s fully customizable for any lower-middle-market deal up to $50 million: phases and dates, who can download, and when each buyer’s access ends. The free due diligence checklist is the same standard checklist, as an Excel download.
What does it cost?
Plans start at $79 a month, billed yearly (founding price). The firm that opens the room pays. Invited buyers, sellers, owners and their teams are always free and unlimited. Every plan and price, or see ClosingVault next to seven low-cost data rooms, step by step.
Distribution and wholesale data room questions
I own a $30 million industrial supply distributor and our two biggest lines come
from manufacturers with a say in any sale. Can I keep those agreements away from
early-stage buyers?
Yes. Each buyer sees only the stage released to them: the CIM opens only after the NDA is signed in the room, and diligence only after a submitted LOI. The room admin can also hide any single document from buyers in one click.
Our ERP exports monthly inventory reports as hundreds of spreadsheets in one zip.
Do I have to sort them first?
No. Drop the zip in as it is: it is unpacked and each file is filed by topic and period. Exact duplicates are skipped, and the upload summary says what was added, skipped or failed.
I’m a broker with a wholesale client and three interested strategics. What happens
to the other two when one gets exclusivity?
Their access pauses rather than ends, and it comes back on its own if the deal washes out. You choose whether buyers see the exclusivity countdown.
We deposit hundreds of customer checks a month. Will the check images in our bank
records expose account numbers?
No. Account details on checks and deposit slips are removed automatically, along with bank and card account numbers, before any buyer sees the document.
I’m a search funder buying a food-service distributor and I have my own request
list with rebate and line-card questions. Can I use it?
Yes. Upload it as an Excel workbook when you open the room; its phases, categories and items become the checklist, and every document the seller adds is filed against it.
Will our Excel inventory files come back as PDFs after redaction?
No. PDFs, images, Word, Excel, PowerPoint and CSV files are each redacted in their own format, so a spreadsheet stays a spreadsheet.
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