Marketing Agencies Deals: ERISA & Benefits Diligence Done Right
Securities and M&A counsel for independent sponsors diligencing marketing agencies transactions, from LOI to close to the capital markets that open up afterward.
An independent sponsor closing marketing agencies transactions in the $5M to $80M EV range has a defined set of moves at the ERISA & Benefits Diligence stage. Most of them are not in a generic M&A textbook.
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 ERISA & Benefits Diligence actually gets structured.
Pull the 5500s and audit reports for the last three years.
Identify any controlled-group exposure that follows the seller post-close.
Address multi-employer pension withdrawal liability where applicable.
Plan the benefits transition to the buyer's plans, with a TSA period if needed.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the ERISA & Benefits Diligence workstream.
Skipping the multi-employer pension review. It can show up as a 7-figure surprise three months post-close.
"ERISA is the silent deal-killer. Treat it like senior debt diligence."Jason Powell · ERISA & Benefits Diligence
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
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…
Transaction Fee Structuring for Marketing Agencies
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Equity Rollover for Marketing Agencies
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
ERISA & Benefits Diligence for Healthcare Services
roll-up of physician practices and ancillary service lines
ERISA & Benefits Diligence for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the marketing agencies deal. Get ERISA & Benefits Diligence done right.
Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.