Marketing Agencies Deals: Equity Rollover Done Right
Structuring Equity Rollover on marketing agencies deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Equity Rollover 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 Equity Rollover actually gets structured.
Anchor on 15 to 25 percent rollover for a clean alignment story.
Treat rollover as tax-deferred under Section 351 or 721 where the structure allows.
Document tag-along and drag-along rights at the rollover level, not just at the LP level.
Cap exit veto rights for rolled equity to avoid future deadlock.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Equity Rollover workstream.
Rolling at the wrong entity level, triggering an immediate tax event on what was supposed to be deferred.
"Rollover is the cheapest alignment tool on the table. Use it; do not abuse it."Jason Powell · Equity Rollover
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.
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…
Earnout Structures for Marketing Agencies
Deferred purchase price contingent on post-close performance, used to bridge buyer-seller valuation gaps.
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Equity Rollover 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.