Selling a Business During the War in Ukraine: In Search of a Way Forward

A New Reality for Business Owners

In the context of Russia’s full-scale war against Ukraine, the issue of preserving, transforming, or exiting a business has become critical for most large, medium, and small enterprises. Within a short period, Ukrainian businesses have faced a complex set of challenges that previously either did not exist at all or occurred only sporadically.

Most of these challenges can be grouped into the following categories:

• loss of businesses and assets due to temporary occupation of territories, nationalization, or direct seizure of property;

• physical destruction of production and commercial facilities as a result of missile strikes and hostilities;

• inability to conduct operational activities because of proximity to the front line or constant threats to personnel safety;

• migration of key employees abroad or their relocation to safer regions of Ukraine;

• decline in domestic demand and loss of traditional sales markets, including the complete halt of exports to Russia and Belarus;

• shortages of production inputs—raw materials, electricity, fuel, and components;

• logistical constraints, rising transportation costs, and longer delivery times.

Limited Strategic Choices for Business Owners

During wartime, the room for maneuver for business owners has narrowed significantly. In practice, most companies consider only a few basic scenarios:

• full or partial suspension of operations and mothballing of production;

• relocation of assets within Ukraine or abroad;

• attracting investment or debt financing to restore or restart operations;

• bankruptcy or liquidation procedures;

• sale of the business or liquidation of liquid assets, equipment, and inventory.

It is important to note that while in 2022–2023 business sales were often forced and chaotic, in 2024–2026 they are increasingly viewed as a rational tool for risk and capital management.

Loss of Capitalization and Redistribution of Economic Weight

The war has already led to irreversible losses in capitalization for a significant portion of large Ukrainian businesses. The structure of economic influence is changing substantially:

• metallurgy, agriculture, construction, retail, processing, and extractive industries have been severely affected;

• capital-intensive businesses with high dependence on infrastructure and logistics remain under pressure;

• at the same time, companies in IT, commercial real estate, services, healthcare, education, and export-oriented niches remain relatively resilient.

It should also be noted that businesses linked to Russian capital have, in most cases, exited the market due to sanctions, criminal proceedings, and asset nationalization.

A similar “natural selection” is occurring in the small and medium-sized business segment: some companies have adapted, some have disappeared, and others are seeking investors or buyers.

From Shock to Adaptation: What Has Changed

Ukrainian businesses experienced the highest level of uncertainty during the first 2–3 months of the full-scale war. This was followed by a phase of gradual adaptation: resumption of operations, relocation, and the search for new markets and financing.

However, even after several years of war, not all companies have managed to find a sustainable survival model.

According to business activity surveys:

• the vast majority of companies suspended operations or significantly reduced sales volumes;

• only a limited share of businesses managed to restore or increase turnover;

• large-scale cost optimization has become the new norm.

In particular, Ukrainian companies have faced the following consequences:

• salary reductions;

• forced unpaid leave for staff;

• downsizing of teams;

• restructuring of operational and management models.

Investment as a Key Survival Factor

Today, most entrepreneurs clearly understand that without access to capital, business recovery or development is impossible.

Businesses increasingly recognize that:

• internal resources are often insufficient;

• traditional bank lending remains expensive and limited;

• a strategic investor or buyer can be not a threat, but a solution.

That is why selling a business or a stake, bringing in a partner, or structuring an M&A transaction is becoming one of the most pragmatic ways to preserve asset value during wartime.

Selling a Business in Ukraine Is Becoming Even More Challenging

Even in the pre-war period, selling a business in Ukraine was characterized by a number of systemic constraints: low liquidity of most companies, limited competition for assets, relatively low valuation multiples, and a lack of transaction transparency.

Historically, Ukraine’s M&A market lagged behind that of Central and Eastern European countries. For comparison, the volume of M&A transactions in Poland in 2021 amounted to approximately $14 billion, while in Ukraine it totaled only $2.7 billion. The gap exceeded five times in value terms and was nearly threefold in the number of deals—clearly not in Ukraine’s favor. This reflected not only differences in economic development, but also the limited depth of Ukraine’s investment market.

InVenture Research: “Ukraine’s Investment and M&A Market 2025 — Between a Wartime Economy and Long-Term Recovery”

With the onset of the full-scale war, the process of selling a business has become even more difficult, yet not hopeless.

Supply–Demand Imbalance

According to InVenture’s observations during wartime:

• the number of owners attempting to sell assets or operating businesses has increased multiple times;

• the number of buyers and investors has declined significantly;

• the market has shifted into a hard buyer’s market, where investors dictate the terms.

At the same time, demand has not disappeared—it has become narrower, more pragmatic, and highly sector-selective.

Which Assets Still Attract Demand

Even amid the war, investors continue to show interest in certain asset classes and businesses, including:

• industrial and warehouse real estate, particularly in central and western regions, driven by production relocation;

• land plots for logistics and transshipment, including sites with access to dual rail lines or railway infrastructure;

• crop-focused agricultural companies with established land banks;

• selected segments of livestock farming, provided they have stable operating models;

• alternative energy (solar, bioenergy projects, and on-site generation);

• food industry enterprises, especially those oriented toward domestic demand or exports.

This does not mean other businesses cannot be sold—however, investor requirements for them are substantially stricter.

Who Can Be a Buyer During Wartime

Despite the overall decline in investment activity, several groups of potential buyers and investors remain active:

• companies based in Central and Western Ukraine whose businesses grew amid migration of solvent demand and population relocation;

• export-oriented enterprises that have adapted logistics and currency flows and are in relatively favorable positions;

• entrepreneurs with a high share of liquid funds (cash) who exited assets before crises or were not deeply invested in capital-intensive businesses;

• companies operating in the wartime economy, whose products are in high demand during the war (defense sector, supply to the Armed Forces of Ukraine, critical goods);

• foreign investors pursuing high-risk / distressed-asset strategies, focused on acquiring assets at stress prices;

• specialized funds and recovery programs established to invest in Ukraine’s economy during the war and prepare for post-war reconstruction.

Investor Motivation to Buy a Business Today

Investor motivation during wartime differs significantly from the pre-war period and is generally pragmatic and tactical.

The most common motivations include:

• acquisition at stress prices—significantly below pre-war market value or even below replacement cost (discounts of 30–70% have become market reality);

• solving relocation challenges through the purchase of ready-made sites, real estate, or infrastructure;

• acquiring a weakened competitor to strengthen market position;

• expanding or optimizing a core business via adjacent assets;

• changing business focus or launching a new venture after losing a previous business;

• betting on post-war recovery, domestic demand growth, and medium-term asset capitalization.

How to Prepare for a Business Sale and Increase the Chances of Attracting an Investor

Selling a business during wartime is not a one-off action—it is a process of preparation, positioning, and negotiation. Those who think like investors, rather than through the lens of past sunk costs, tend to succeed.

1. Maintain Operational Viability

An operating business is always more attractive than a suspended or “frozen” one. The first step is crisis management: cost and structural optimization, focus on profitable or at least break-even segments, and retention of key clients and contracts.
At the same time, avoid inertia—if a segment lacks real recovery prospects, it is better to shut it down or mothball it early.

2. Assess Post-War Recovery Potential

Investors buy future potential, not the past. Owners should honestly assess whether the business has post-war prospects, whether scaling or relaunch is possible, and whether seeking a strategic (including foreign) or financial partner makes more sense than a full exit.

3. Define the Target Buyer Profile

A key pre-market question is: Who needs my business now, and why?
Potential buyers may include industry strategics, cash-rich investors buying distressed assets, companies seeking relocation solutions, or players preparing for post-war growth. This choice determines positioning, messaging, and deal structure.

4. Prepare for Due Diligence

Before negotiations begin, owners should organize title documents, structure corporate and asset ownership, consolidate financial, operational, and management information, and eliminate obvious legal or tax red flags where possible.

5. Set a Realistic Valuation

Wartime valuation is not about pre-war multiples. It must reflect new market realities, military and logistical risks, recent financial dynamics, and asset liquidity. Overstated expectations are a common deal killer.

6. Avoid Emotional Arguments

Statements like “I invested much more,” “try to find it cheaper,” “try building this now for the same money,” or “I was once offered $… million” do not work. Investors focus on current performance, risks, and post-deal growth potential.

7. Be Flexible on Deal Structure

Successful wartime deals often involve unconventional structures: staged payments or installments, earn-outs, owner involvement during a transition period, or holdbacks to cover risks. Flexibility often outweighs nominal price.

8. Engage a Professional Advisor

Selling a business independently during wartime significantly reduces the chances of success. Professional investment firms and brokers have investor access, understand demand dynamics, assist with preparation and negotiations, and help relieve emotional pressure from owners.

Conclusion

Selling a business in Ukraine during wartime is challenging but achievable with the right approach. Success depends on the owner’s ability to realistically assess market conditions, understand investor motivations, and properly prepare the business for review and negotiations. An operating business, transparent structure, flexible terms, and professional advisory support significantly increase the likelihood not only of closing a deal, but also of preserving value and laying the foundation for future development—whether in a new format or with a new partner.

How to Sell a Business in Ukraine: A Practical Guide for Owners

Alexey Oleinikov, Managing Partner at InVenture, on how to sell a business efficiently and within tight timeframes—from valuation and due diligence preparation to deal structuring.