Independent Sponsor Co-Investment Rights in Marketing Agencies
When the deal is marketing agencies and the question is Co-Investment Rights, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
Marketing Agencies deals in the lower middle market run a specific playbook. Co-Investment Rights is where the structure either holds or starts to leak.
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 Co-Investment Rights actually gets structured.
Define co-invest rights pro-rata to the LP's deal commitment.
Build a 30-day decision window so the deal does not stall.
Limit co-invest fees and carry, if any, to reflect the relationship value.
Document the right in the LPA, not in a side letter.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Co-Investment Rights workstream.
Granting unlimited co-invest. The next LP finds out and your firm economics suffer.
"Co-investment is a privilege you give to the LPs you want to keep. Define it accordingly."Jason Powell · Co-Investment Rights
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.
LOI Negotiation for Marketing Agencies
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Marketing Agencies
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Marketing Agencies
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Marketing Agencies
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Co-Investment Rights for Healthcare Services
roll-up of physician practices and ancillary service lines
Co-Investment Rights for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Co-Investment Rights for Marketing Agencies, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.