Creative deal structures for a marketing agency?

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August 30, 2022

by a searcher in Loudon, NH, USA

Looking at a niche marketing agency for sale with gross revenues around $4M and SDE of $650k for a single owner. High client and industry concentration (top 5 clients make up 72% of revenue) and owners have decades of industry experience. Despite this, I see potential growth opportunities with this company and I have a background in this space (on a smaller scale). However, I recognize the financial risks and trying to come up with a few creative ways to structure a deal besides the typical equity/debt/seller note model. I think seller's valuation expectations may be 2-3X SDE. They'd open to an earn out of some sort. With the client concentration being high, I think that's going to be a red flag for some (or many banks).

Are there any structures to buy in over time during a transition period, similar to a lease to own with real estate, or some way to give the seller greater valuation out of future revenue and/or the lift on growth? Just wondering if anyone has gotten creative with their deal terms and thought of something I haven't seen yet. Thanks in advance.

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Reply by a searcher
from Pennsylvania State University in Fort Lauderdale, FL, USA
I am working on a digital marketing agency acquisition and in that space, people are creative on the structure. It could be SBA loan, 50% down and 50% seller financing etc etc. Happy to discuss redacted
commentor profile
Reply by a searcher
in Loudon, NH, USA
I've historically shot for no more than 40% down and the balance being a seller earn out. Client concentration and attrition are very real risks in this space.
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