E27: Agency Valuations & Structuring 201b w/Ayelet Shipley

Summary

This is part two of a two-part series where Christian Hassold and Ayelet Shipley demystify the complexities of agency valuations, exploring the interplay between buyer and seller motivations, and discussing real-world scenarios that illustrate various deal structures. They emphasize the importance of understanding the unique dynamics of the agency market, including the factors that influence valuations and the creative structuring of deals to meet the needs of both parties. 

Discussion Highlights

• Reviews a $3.4M revenue, $1.7M EBITDA agency valued at $10.2M (6x multiple). Creativity is needed for deals under $2M EBITDA due to higher perceived risk and sensitivity of margins.
• This deal involved a 50% cash consideration ($5.1M) and 50% rollover ($5.1M). The cash consideration was paid quarterly over three years, performance-based (not an earnout), with payments halted or reduced if revenue drops significantly (below 50% or 50-99% of the agreed-upon value).
• We also discussed a second deal involving a $40M revenue agency with $9M EBITDA commanding a 10x multiple ($90M EV) - a top of market multiple because of high gross retention (>85%) and >80% retainer-based clients. The challenge is managing the risk of large clients churning post-closing when the multiple is top of the market.
• Involved a 15% rollover. A significant earnout (up to an extra $9M) is offered to bridge the gap and incentivize the seller for growth.
• Beyond financial metrics, we discuss factors that influence valuations like the acquiring entity's need for specific capabilities, clients, talent, customer retention, and consistent growth (10-20% year-over-year).

Chapters

0:00 Introduction  

2:06 Scenario D: Structuring a Deal Below $2M EBITDA

3:10 Why Sub-$2M EBITDA Deals Are Hard

4:53 Performance-Based Cash Payouts 

6:18 Keeping Sellers Engaged Through Uncertainty

7:52 Incentivizing Sellers Through Equity and Bonuses

11:21 Scenario C: Challenges of Scaling a Large Agency

12:57 Structuring a $40M, $9M EBITDA Deal at 10x

15:28 Market View on Earnouts in EV

19:25 When Growth and Retention Justify High Multiples

20:50 Market Range for Cash-at-Close Offers

21:20 How Strategic Buyers Compete with HoldCos

22:53 Wrap-Up & Closing Thoughts

Connect with Christian & In/organic Podcast

Christian's LinkedIn: https://www.linkedin.com/in/hassold/

In/organic on LinkedIn: https://www.linkedin.com/company/inorganic-podcast

In/organic on YouTube: https://www.youtube.com/@InorganicPodcast/featured

Connect with E27 guest, Ayelet Shipley on LinkedIn

https://www.linkedin.com/in/ayelet-shipley-b16330149/

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