Indemnification for Marketing Agencies Independent Sponsors
Drafting Indemnification on marketing agencies deals, with the structure protection and capital connectivity an independent sponsor actually needs.
The economics on a marketing agencies platform deal usually hinge on a handful of structural decisions. Indemnification is one of them.
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 Indemnification actually gets structured.
Set general indemnity survival at 18 months, fundamental reps for the full statute of limitations.
Build a basket at 0.5 percent of EV, with a deductible structure, not a tipping basket.
Cap general indemnity at 10 percent of EV, with R&W insurance carrying the layer above.
Carve out fraud, tax, and intentional breach from any cap.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Indemnification workstream.
Negotiating caps and baskets without first reading the disclosure schedules. The schedules dictate the real exposure.
"Indemnification only matters when the deal goes wrong. Draft it as if it will."Jason Powell · Indemnification
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.
Transaction Fee Structuring for Marketing Agencies
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Working Capital Adjustments for Marketing Agencies
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Representation & Warranty Insurance for Marketing Agencies
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Quality of Earnings for Marketing Agencies
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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An LOI on the desk, a marketing agencies target, and a Indemnification 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.