Marketing Agencies Deals: Change of Control Consents Done Right
Securities and M&A counsel for independent sponsors managing marketing agencies transactions, from LOI to close to the capital markets that open up afterward.
Change of Control Consents on marketing agencies deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.
The typical marketing agencies platform sits at $5M to $80M EV with EBITDA in the $1.5M to $14M range. The thesis runs on specialty agency or holdco platform with bolt-ons. If the founder leaves, half the agencies in the market lose 25% of revenue. Structure for that.
How Change of Control Consents actually gets structured.
Build a consent matrix from the data room contracts.
Sort consents into required, prudent, and informational categories.
Assign owners and deadlines for each consent.
Track consent progress in a single closing dashboard.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Change of Control Consents workstream.
Discovering a required consent on the day before close. The signing slips, the deal team loses leverage.
"Consents are a project, not a footnote. Run them like a project."Jason Powell · Change of Control Consents
The deal is one thing. The capital that opens up after close is another.
The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.
Related deal pages.
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Management Fee Structuring for Marketing Agencies
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Transaction Fee Structuring for Marketing Agencies
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Working Capital Adjustments for Marketing Agencies
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An LOI on the desk, a marketing agencies target, and a Change of Control Consents question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.