Marketing Agencies Customer Contract Assignment: An Independent Sponsor's Counsel
Independent sponsor counsel for marketing agencies, focused on Customer Contract Assignment and the deal mechanics that protect sponsor economics and LP alignment.
Marketing Agencies deals in the lower middle market run a specific playbook. Customer Contract Assignment 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 Customer Contract Assignment actually gets structured.
Identify contracts with anti-assignment clauses, especially in government and healthcare.
Plan the customer communication sequence to protect retention.
Map consent collection against the closing checklist, with material thresholds defined.
Address change-of-control notifications even where consent is not required.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Customer Contract Assignment workstream.
Asking every customer for consent. You alarm customers who would have been silent.
"Customer assignment is a sales motion, not a legal one. Lead with operations, follow with paper."Jason Powell · Customer Contract Assignment
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
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Customer Contract Assignment for Healthcare Services
roll-up of physician practices and ancillary service lines
Customer Contract Assignment for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a marketing agencies target, and a Customer Contract Assignment 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.