Marketing Agencies Post-Close Cap Table Design: An Independent Sponsor's Counsel
Independent sponsor counsel for marketing agencies, focused on Post-Close Cap Table Design and the deal mechanics that protect sponsor economics and LP alignment.
Post-Close Cap Table Design 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 Post-Close Cap Table Design actually gets structured.
Reserve a 10 to 15 percent management incentive pool, vesting on time and performance.
Document profits interests in the LLC operating agreement with a clear strike value.
Build anti-dilution mechanics for the rolled-equity sellers, narrowly.
Plan for add-on equity issuances with pre-approved dilution mechanics.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Post-Close Cap Table Design workstream.
Designing the cap table for day one only. The cap table you sign at close is the cap table you live with through year five.
"Cap tables are forecasts. Build them for the deal you want in year five, not the deal you signed in week one."Jason Powell · Post-Close Cap Table Design
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.
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Bring the marketing agencies deal. Get Post-Close Cap Table Design 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.