Knowledge Base
Frequently Asked Questions
Expert answers to common questions about M&A in marketing services, valuations, deal structures and more.
About Hunter Hawes
I want to sell in two years, how can you help me now?More detail
There is a lot you can do to increase value between now and a sale. Over the long term, the biggest gains come from being bigger, but because buyers generally average your EBITDA over the last three years, the closer you get to a transaction, the less effect growth on its own has on the price.
A valuation has two components, averaged EBITDA and the profit multiple, and the multiple can be improved right up to the point you go to market. That is why we call our 1-2 year programme Engineer Value rather than Create Value; Create Value grows EBITDA, Engineer Value works on the multiple.
Are your rates negotiable?More detail
We are sometimes open to negotiation on buy-side and sell-side mandate work; our products and pathways are fixed price and published on this site.
Our pricing is designed to align our interests with yours and to reward success rather than effort. The mandate engagement fee doesn't come close to paying for the work involved in preparing a business for sale, writing the materials, finding the right buyers, negotiating, and closing. In effect, we subsidise that work and recover it through the success fee when your deal completes.
If fees are a concern, raise it with us early. That conversation is easier before an engagement letter than after it.
Buyers & Investors
What do private equity buyers look for in a creative or consulting firm?More detail
What is a platform acquisition in marketing servicesMore detail
What is the difference between a strategic buyer and a financial buyer for marketing services and creative agencies?More detail
What risks do buyers assess in sub £5m creative businesses?More detail
What makes a creative agency attractive to private equity buyers?More detail
Financials
How are marketing agencies valued in an M&A process?More detail
Marketing services firms are typically valued using an EBITDA multiple, adjusted for revenue quality, client concentration, recurring or retainer income, gross margin stability, and leadership depth. Growth profile, sector specialisation, and scalability materially influence enterprise value (also known as EV), particularly for agencies with defensible positioning or platform potential (i.e. becoming an anchor investment for a PE firm to add other bolt-ons to).
What EBITDA adjustments are common in agency transactions?More detail
How does scale below £20m influence EBITDA multiples?More detail
At this scale, multiples are influenced heavily by margin consistency, client retention, revenue visibility, and management depth beyond the founder. Smaller agencies can achieve strong valuations where earnings quality and growth trajectory are credible and defensible. Agencies with clear specialization often achieve higher EBITDA multiples through improved SDE (Seller's Discretionary Earnings) and perceived stickiness. This lower risk profile makes them attractive targets for both Platform vs. Add-on acquisitions, especially when protected from AI or offshoring volatility.
What role does working capital play in creative agency transactions?More detail
How is debt used in creative agency acquisitions?More detail
What's the difference between enterprise value and equity valueMore detail
How does margin profile influence agency valuation?More detail
Do high-growth agencies achieve higher multiples?More detail
How do market conditions affect creative agency valuations?More detail
Advisory
Why do sub £5m creative agencies need a specialist M&A adviser?More detail
No agency ‘needs’ a specialist M&A advisor, but it’s extremely wise to have one. Just like selling a house; you can do it yourself but you’ll often end up realising lower value than if you’d worked with a specialist who does it day in, day out.
Think about it. Do clients technically need agencies? They could build in-house teams. But the smart ones hire agencies for expertise they don’t possess.
In the same way, you should get a specialist involved as soon as possible. Even if you have an inbound inquiry. The smallest things can impact value and when you’re talking about multiples of EBITDA that very quickly translates into big losses.
What does a specialist creative agency M&A adviser add beyond a corporate finance firm?More detail
How does an adviser protect value during negotiations?More detail
Why is process design important in a sub £5m agency transaction?More detail
How does an adviser align the transaction with long-term shareholder objectives?More detail
Exits
How do I sell my creative agency in the UK?More detail
How long does a typical agency sale process take?More detail
A well-prepared sell-side process, including CIM development, buyer mapping, indicative offers, due diligence, and negotiation of the Share Purchase Agreement, typically takes six to 12 months depending on deal complexity and buyer engagement.
How should a founder-led creative agency prepare for exit?More detail
How does sector specialisation affect buyer appetite?More detail
How do growth rates impact acquisition attractiveness for smaller creative firms?More detail
How does geographic positioning affect my attractiveness?More detail
When is recapitalisation preferable to a full sale?More detail
How much does dependence on me affect valuation?More detail
Acquisitions
Are bolt-on acquisitions common in small and mid-sized agencies?More detail
You betcha. There's a whole discipline called programmatic acquisitions emerging in the US, with ambitious businesses acquiring multiple agencies every year to help them with strategic and scale development. Just about any profitable agency can buy another business; it is specifically not the realm of big business to use M&A to help scale. Particularly in volatile and tough markets like the UK is experiencing at the moment, a clear path to growth often include includes buying other businesses.
How should I define an acquisition strategy for a creative agency?More detail
How do I source off-market creative agency acquisition targets?More detail
What are the main risks when acquiring a sub £5m creative agency?More detail
Key risks include founder dependency, revenue volatility, client concentration, cultural misalignment, and over-optimistic synergy assumptions. Early diligence and disciplined valuation modelling are critical to protecting return on invested capital. Integration is where acquisitions often fall apart; specifically through earn-out disputes, talent attrition, and cultural friction. Poorly managed Post-Merger Integration (PMI) can erode the very value you're buying. It is critical to proactively manage these transitions to minimise the risk of failure and protect your investment.
How can I structure an acquisition to manage risk and preserve upside?More detail
Deal Structures
How are earn outs typically structured in agency transactionsMore detail
What role does leadership succession play in agency M&A?More detail
By Hunter Hawes, Founding Partner
What are typical deal structures in UK creative agency acquisitions?More detail
Due Diligence & Risk
How important is client concentration in agency valuations?More detail
What makes a marketing services firm attractive for acquisition?More detail
Post-Acquisition
How does integration impact value creation after acquisition?More detail
Growth system
We're not planning to sell our agency. Why should we care about buyer confidence?More detail
Because the things that give a buyer confidence are the same things that make an agency strong. Buyers price risk: owner dependency, client concentration, revenue quality. Every risk a buyer would discount is a weakness costing you money and resilience right now, whether you ever sell or not.
What does the growth diagnostic actually ask us for, and how long does it take?More detail
Evidence, not opinion. The diagnostic asks for counts, dates and figures over defined periods: pipeline data, win records, client revenue movement. Where you don't measure something, you say so, and that itself is scored. Expect to need real numbers to hand, not just a view.
What do we actually get at the end of the growth diagnostic, and what do we do with it?More detail
A scored, evidenced picture of your growth system across four dimensions: where you get invited, what you win, what clients become, and the constraints holding the system back. It tells you what is suppressing your value, why a buyer would care, and what to fix first.
Who needs to be in the growth workshop, and what is the total time commitment?More detail
As many of your team as possible, but certainly all of your leadership team and their number twos. The owner cannot delegate this. The full programme runs pre-work, a two-day workshop, structured post-work, and six months of follow-on coaching. The workshop is where the system gets diagnosed and decided. The six months is where it becomes real.
If you don't do implementation, who does, and what does it cost?More detail
Hunter Hawes delivers the diagnosis, the strategy and depending on what you buy a six-month coaching programme to get your growth team operating effectively. We focus on what must change and what impact if has on value.
Implementation is ideally handled by your own team. It's the most cost effective for you. But, if they need specific help on how to do things or you lack the capacity, we have specialist partners we introduce, chosen for the specific gap.
The separation is deliberate: your diagnosis should never be shaped by someone selling the cure. We also solve that problem but offering pathway programmes where we get more hands on in a done-with-you approach to consulting.
Operations system
What do buyers look for in an agency's operations?More detail
Buyers dig into operations because operational infrastructure is the best predictor of sustainable success. They test four things: revenue quality (who pays you, on what terms), delivery (consistent and documented, not held in people's heads), performance (whether you can see your own numbers), and sustainability (whether the business holds up without you). Weakness in any of them means a lower multiple, a longer earnout, or both.
How much of my agency's revenue should come from one client?More detail
Ideally, keep any single client below 12% of net revenue, but between 12 and 18% is perfectly acceptable AND quite normal. Above 18% is fragile, and buyers treat it as a standard due diligence red flag that triggers earnout structures and price adjustments. Watch the top three combined as well: below 40% is strong, above 50% is fragile. Three clients at 16% each is healthier than one at 30%.
Should my agency move away from time and materials?More detail
Yes, deliberately and over time. Time and materials is the most common commercial model and the least valuable. It commoditises your time, caps income at the hours you can sell, and hands every efficiency gain to the client. Buyers pay a premium for agencies that price on value with defined scope. The shift takes operational capability and leadership conviction, not just a new rate card.
What is a good utilisation rate for an agency?More detail
70 to 80% billable is strong. 60 to 70% is acceptable. Below 60% signals poor capacity planning or the wrong client mix. Above 80% looks efficient on paper but risks burnout and degrades quality. The other half of the answer is visibility: if you can't see capacity eight weeks ahead, you're reacting to problems that were predictable and preventable.
How do I stop scope creep eating my margin?More detail
Start with one maxim: somebody always pays. If the client isn't paying for the work you deliver, you and your team are. Then build the system that catches it: track scope variance by client, run a formal change control process so out-of-scope requests trigger a commercial conversation, and hold your rates at renewal. Persistent over-delivery is a commercial confidence problem before it's a process problem.
How should my agency use AI in delivery?More detail
Work through three levels. Ad hoc tool use: individuals using AI informally, gains inconsistent and uncaptured. Embedded workflow integration: AI built into specific workflows with shared standards, prompt libraries and quality checks, with impact measured. AI-native delivery: processes designed around AI, decoupling output from headcount. Ad hoc is now the market baseline. Margin advantage starts at embedded, and clients can already see the difference in pitches.
What metrics should my agency track?More detail
Six numbers, tracked weekly: gross income per head, utilisation rate, revenue concentration, income security (your mix of commercial models), scope variance, and client success attribution. The limit is deliberate. The discipline is in choosing what matters, not measuring everything. If your dashboard is full of activity metrics, hours logged, posts published, you're measuring busyness, not performance.
What profit margin should my agency make?More detail
Measured on a normalised basis, 15 to 22% EBIT is acceptable and above 22% is strong. Below 15% is fragile. Normalised means stripping out founder salary adjustments, overtime and non-recurring items, because that's the number a buyer will use. Then test how the margin is produced. Margin that depends on people working beyond sustainable capacity reverts when they leave, cut their hours, or burn out.
How do I make my agency less dependent on me?More detail
Measure it first. If you hold more than half the client relationships, buyers see risk, not strength. Get below 30%, distributed across your leadership team. Then do the unglamorous work: hand over relationships deliberately, document what only you know, and build deputy coverage that's real rather than nominal. Earnout length is proportional to founder dependency. Lower dependency means a cleaner exit and a higher multiple.
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