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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)

Buyers & Investors

What do private equity buyers look for in a creative or consulting firm?More detail
Private equity investors prioritise predictable cash flow, strong second-tier leadership, diversified client exposure, recurring revenue, and a credible acquisition or expansion strategy. Platform potential, bolt-on acquisition opportunities, and integration readiness are critical in roll-up strategies.
Read full answer (opens in a new tab)
What is a platform acquisition in marketing servicesMore detail
A platform acquisition is a private equity-led investment in a scalable agency used as the foundation for a buy-and-build strategy. Investors pay premium EBITDA multiples for these cornerstone entities, assessing leadership and infrastructure before executing subsequent bolt-on acquisitions to drive inorganic growth.
Read full answer (opens in a new tab)
What is the difference between a strategic buyer and a financial buyer for marketing services and creative agencies?More detail
In the digital agency and marketing services sector, strategic buyers seek synergies and capability expansion, while financial buyers, such as private equity firms, focus on EBITDA growth, multiple arbitrage, and disciplined exit strategies.
Read full answer (opens in a new tab)
What risks do buyers assess in sub £5m creative businesses?More detail
Buyers assess key-person dependency, volatility of project-based revenue, client churn risk, working capital requirements, and operational scalability. Clear reporting, pipeline visibility, and contract stability materially reduce perceived acquisition risk.
Read full answer (opens in a new tab)
What makes a creative agency attractive to private equity buyers?More detail
Private equity buyers prioritise predictable earnings, diversified client portfolios, sector expertise, scalable operating models, and leadership teams capable of driving post-acquisition growth. Agencies with bolt-on acquisition potential—where a private equity-backed platform firm acquires a smaller agency to expand its capabilities or geographic reach—are particularly attractive. The 'table stakes' for PE investment in the UK are currently EBITDA of £1.5m+, sustainable growth rates of 15%+ per annum, a well developed and defensible positioning and a high proportion of retained, or long-term committed client accounts.
Read full answer (opens in a new tab)

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).

Read full answer (opens in a new tab)
What EBITDA adjustments are common in agency transactions?More detail
Adjusted EBITDA may normalise founder remuneration, remove exceptional costs, and account for one-off investments. Buyers focus on sustainable operating profit, margin resilience, and cash conversion rather than reported statutory profit.
Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
What role does working capital play in creative agency transactions?More detail
Working capital adjustments, involving a negotiated Net Working Capital (NWC) peg, are standard in M&A share purchase agreements. Agencies that manage target working capital effectively through disciplined billing cycles and controlled debtor days reduce disputes under completion accounts or locked-box mechanisms, maximizing value.
Read full answer (opens in a new tab)
How is debt used in creative agency acquisitions?More detail
Many private equity-backed acquisitions use leverage (debt) to enhance return on invested capital. Debt levels depend on EBITDA stability, cash conversion, and revenue visibility. In days gone by, High Street Banks also used to finance acquisitions using debt. When they withdrew from the market, mid-market lenders like Oaknorth, Triplepoint and Shawbrook emerged to service what they called the 'missing middle'. These lenders will support debt-financed acquisitions in the right circumstances. Unlike traditional High Street Banks that focus on Senior Debt, mid-market alternative lenders often provide Unitranche or Asset-based lending structures, offering greater flexibility for scaling agencies.
Read full answer (opens in a new tab)
What's the difference between enterprise value and equity valueMore detail
Enterprise value reflects total business value before debt. Equity value is what shareholders ultimately receive after adjusting for net debt and working capital. This distinction is critical for business owners to understand their true take-home proceeds.
Read full answer (opens in a new tab)
How does margin profile influence agency valuation?More detail
In the creative agency sector, healthy contribution margins (revenue minus direct project costs) signal pricing power and delivery efficiency. These strong margins directly correlate to higher EBITDA multiples—the standard industry benchmark for valuation—as they demonstrate a scalable, high-value service model.
Read full answer (opens in a new tab)
Do high-growth agencies achieve higher multiples?More detail
Sustained, profitable growth supported by margin discipline typically enhances valuation. Growth without earnings quality can increase perceived risk. The key takeaway is that revenue on its own isn't enough; it needs to be good quality revenue. That means it's either retained, it comes under a well-defined master service agreement, or you can demonstrate that it will deliver revenues over a medium to long-term.
Read full answer (opens in a new tab)
How do market conditions affect creative agency valuations?More detail
Valuation multiples are influenced by capital availability and buyer confidence. When private equity funds hold significant dry powder and are under pressure to deploy capital, competition for quality creative agencies increases, often supporting higher EBITDA multiples. Debt markets also matter—specifically the availability of SBA 7(a) loan rates for smaller acquisitions and LBO debt financing for larger transactions—as accessible and attractively priced leverage enables buyers to justify stronger valuations while maintaining target returns. Sector confidence plays a role; agencies perceived as resilient, well positioned, and cash generative attract more aggressive pricing. Finally, competitive tension in a structured process can materially enhance value, while limited buyer engagement typically results in more conservative offers and greater reliance on earn-outs.
Read full answer (opens in a new tab)

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.

Read full answer (opens in a new tab)
What does a specialist creative agency M&A adviser add beyond a corporate finance firm?More detail
A specialist adviser understands the structural nuances of creative businesses under £5m, including founder dependency, revenue volatility, sector positioning, and talent risk. This enables sharper valuation framing, more credible buyer targeting, and transaction structuring aligned to the realities of people-led businesses rather than generic financial models.
Read full answer (opens in a new tab)
How does an adviser protect value during negotiations?More detail
An experienced adviser manages competitive tension, controls information flow, and structures heads of terms carefully before exclusivity is granted. This reduces price retrading risk, protects enterprise value, and ensures that earn-out and deferred consideration mechanisms are commercially balanced.
Read full answer (opens in a new tab)
Why is process design important in a sub £5m agency transaction?More detail
Smaller creative firms often lack internal transaction infrastructure. A structured process, including buyer mapping, disciplined outreach, staged disclosure and coordinated due diligence management, reduces disruption to trading performance while maintaining deal momentum and confidentiality.
Read full answer (opens in a new tab)
How does an adviser align the transaction with long-term shareholder objectives?More detail
Smaller creative firms often lack internal transaction infrastructure. A structured process, including buyer mapping, disciplined outreach, staged disclosure, and coordinated diligence management, reduces disruption to trading performance whilst maintaining deal momentum and confidentiality.
Read full answer (opens in a new tab)

Exits

How do I sell my creative agency in the UK?More detail
Selling a creative agency in the UK involves structured preparation, valuation analysis, development of a Confidential Information Memorandum (CIM), targeted outreach to strategic and private equity buyers, management presentations, due diligence, and negotiation of the Share Purchase Agreement (SPA) through to completion. Even if you have an inbound enquiry from an agency you know, you might want to run a marketing process to create competitive tension. Unless the offer you receive is so good that you cannot refuse it, this normally makes sense. It often still makes sense to bring an adviser alongside to help run the process so you do not take the focus off your day-to-day business.
Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
How should a founder-led creative agency prepare for exit?More detail
Preparation includes strengthening financial reporting to maximise EBITDA multiples, formalising leadership roles, documenting delivery processes, and articulating a clear growth narrative. Early preparation, including planning for earn-out structures and post-merger integration (PMI), improves negotiation leverage and deal certainty.
Read full answer (opens in a new tab)
How does sector specialisation affect buyer appetite?More detail
Creative firms with defined vertical expertise, proprietary methodology, or distinctive positioning in sectors such as technology, automotive, healthcare, or financial services often attract stronger strategic interest and improved transaction dynamics.
Read full answer (opens in a new tab)
How do growth rates impact acquisition attractiveness for smaller creative firms?More detail
Buyers differentiate between stable, cash-generative agencies and high-growth creative firms. Consistent double-digit revenue growth, supported by sustainable margin performance, can materially influence enterprise value and competitive tension.
Read full answer (opens in a new tab)
How does geographic positioning affect my attractiveness?More detail
Agencies with strong regional dominance in hubs like Manchester, Bristol, or Birmingham, or London-based premium positioning, attract different buyer profiles. Geographic reach can influence integration logic, client expansion opportunities, and synergy modelling.
Read full answer (opens in a new tab)
When is recapitalisation preferable to a full sale?More detail
For founders seeking partial liquidity while retaining upside, recapitalisation with private equity can provide growth capital, equity rollover, and structured exit planning without immediate full disposal. For example, if you developed a new proposition that you think has significant growth potential, you may want to seek investments to allow you to develop the firm to a bigger and better exit. Rec capitalisation can also allow you to exit other shareholders in certain circumstances.
Read full answer (opens in a new tab)
How much does dependence on me affect valuation?More detail
If a significant proportion of revenue, client relationships, or new business generation depends directly on you, buyers will assess the sustainability of earnings beyond your involvement. Where income is closely tied to founder relationships or personal billings, perceived risk increases. This can lead to more conservative EBITDA multiples, heavier earn-out structures, or greater emphasis on equity rollover to ensure continuity. By contrast, agencies with distributed leadership, institutionalised client ownership, and clear succession planning typically achieve stronger valuations and cleaner deal structures.
Read full answer (opens in a new tab)

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.

Read full answer (opens in a new tab)
How should I define an acquisition strategy for a creative agency?More detail
An effective acquisition strategy begins with a clear investment thesis, defining target revenue range, sector focus, capability gaps, geographic priorities, margin profile, and integration intent. Clear criteria reduce wasted outreach and prevent reactive deal-making driven by opportunity rather than strategy.
Read full answer (opens in a new tab)
How do I source off-market creative agency acquisition targets?More detail
Target sourcing combines structured market mapping, longlisting of qualified firms, and discreet founder outreach; including cultural fit identification, initial confidential communication, and preliminary synergy assessments; followed by qualification discussions. Off-market engagement increases alignment, reduces auction pressure, and improves control over valuation and deal structure.
Read full answer (opens in a new tab)
What are the main risks when acquiring a sub £5m creative agency?More detail
Written by Hunter Hawes • Last updated October 2023

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.
Read full answer (opens in a new tab)
How can I structure an acquisition to manage risk and preserve upside?More detail
Risk can be managed through staged consideration, earn-outs linked to EBITDA or gross profit, equity rollover for leadership continuity, and clearly defined working capital mechanisms. Well-designed structures align incentives while protecting downside exposure. Reviewed and verified by Hunter Hawes, Principal.
Read full answer (opens in a new tab)

Deal Structures

How are earn outs typically structured in agency transactionsMore detail
Earn-outs are usually linked to EBITDA or gross profit targets over a two to three-year period. They align incentives during transition and mitigate risk for buyers in people-led businesses.
Read full answer (opens in a new tab)
What role does leadership succession play in agency M&A?More detail
Succession planning materially impacts valuation. Buyers assess dependency on founders, strength of the management team, and continuity of client relationships. Equity rollover and earn-out structures are often used to align incentives post-transaction.

By Hunter Hawes, Founding Partner
Read full answer (opens in a new tab)
What are typical deal structures in UK creative agency acquisitions?More detail
Transactions often include a mix of upfront cash consideration, deferred consideration, and earn-outs linked to EBITDA or gross profit performance. Equity rollover may be used where private equity buyers seek ongoing founder alignment.
Read full answer (opens in a new tab)

Due Diligence & Risk

How important is client concentration in agency valuations?More detail
Client concentration directly affects perceived risk. Agencies with diversified revenue streams and limited reliance on a small number of anchor clients typically achieve stronger multiples and smoother due diligence outcomes.
Read full answer (opens in a new tab)
What makes a marketing services firm attractive for acquisition?More detail
Attractive firms demonstrate strong margins, sector specialism, defensible intellectual property or methodology, scalable delivery models, leadership depth, and clear growth strategy. Cultural compatibility and integration readiness also influence deal certainty.
Read full answer (opens in a new tab)

Post-Acquisition

How does integration impact value creation after acquisition?More detail
Post-Merger Integration (PMI) is the systematic process of combining two organisations to realise synergies and maximise value. Value creation post-completion depends on disciplined integration; cost synergy realisation, cross-selling opportunities, leadership alignment and preservation of creative culture. Poor integration can erode the original investment thesis.
Read full answer (opens in a new tab)

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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)

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.

Read full answer (opens in a new tab)
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%.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)
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.

Read full answer (opens in a new tab)

Have a question?

Ask us anything

Submit your question and our team will publish an expert answer.