Representation & Warranty Insurance for Marketing Agencies Independent Sponsors
Independent sponsor counsel for marketing agencies, focused on Representation & Warranty Insurance and the deal mechanics that protect sponsor economics and LP alignment.
Marketing Agencies deals in the lower middle market run a specific playbook. Representation & Warranty Insurance 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 Representation & Warranty Insurance actually gets structured.
Get to non-binding indication within two weeks of LOI sign, with carrier diligence to follow.
Negotiate retention to 0.5 percent of EV, dropping to 0.25 percent after 12 months.
Confirm policy follows form on the purchase agreement, not the other way around.
Carve out tax indemnities and known liabilities, priced separately if needed.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Representation & Warranty Insurance workstream.
Treating R&W as a commodity. Carrier appetite varies sharply by industry and deal size.
"R&W is no longer optional on most independent sponsor deals over $20M. Price it into the LOI."Jason Powell · Representation & Warranty Insurance
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
Related deal pages.
Transaction Fee Structuring for Marketing Agencies
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Marketing Agencies
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Indemnification for Marketing Agencies
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Quality of Earnings for Marketing Agencies
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
Representation & Warranty Insurance for Healthcare Services
roll-up of physician practices and ancillary service lines
Representation & Warranty Insurance for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Representation & Warranty Insurance 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.