Marketing Agencies Deals: Representations & Warranties Drafting Done Right
Independent sponsor counsel for marketing agencies, focused on Representations & Warranties Drafting and the deal mechanics that protect sponsor economics and LP alignment.
The economics on a marketing agencies platform deal usually hinge on a handful of structural decisions. Representations & Warranties Drafting 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 Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
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.
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 …
Representation & Warranty Insurance for Marketing Agencies
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Marketing Agencies
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Representations & Warranties Drafting 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.