Close · Marketing Agencies

Independent Sponsor Transition Services Agreements (TSA) in Marketing Agencies

When the deal is marketing agencies and the question is Transition Services Agreements (TSA), the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $5M to $80M EV EBITDA $1.5M to $14M Audience Buy-side / Sponsor
The deal context

Transition Services Agreements (TSA) 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.

The moves

How Transition Services Agreements (TSA) actually gets structured.

  1. Define every service with measurable inputs, outputs, and durations.

  2. Price each service at actual cost plus a defined margin.

  3. Set termination rights for both sides, with notice periods.

  4. Address data privacy and security obligations across the transition.

  5. In marketing agencies, layer in client roster scrubbed for top-five concentration as part of the Transition Services Agreements (TSA) workstream.

The common mistake

Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.

Jason's take
"A good TSA reads like a SLA. A bad TSA reads like a memo."
Jason Powell · Transition Services Agreements (TSA)
Capital after close

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.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the marketing agencies deal. Get Transition Services Agreements (TSA) 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.