Transaction Fee Structuring Counsel for Marketing Agencies Acquisitions
Securities and M&A counsel for independent sponsors structuring marketing agencies transactions, from LOI to close to the capital markets that open up afterward.
Every marketing agencies acquisition has its own gravity. Transaction Fee Structuring is the workstream where independent sponsor counsel earns the seat.
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 Transaction Fee Structuring actually gets structured.
Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.
Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.
Build an LP-approval threshold above which a one-time vote is required.
Treat the fee as a closing distribution, paid before working capital adjustments.
In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Transaction Fee Structuring workstream.
Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."Jason Powell · Transaction Fee Structuring
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
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…
Quality of Earnings for Marketing Agencies
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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Transaction Fee Structuring for Home Services
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An LOI on the desk, a marketing agencies target, and a Transaction Fee Structuring 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.