Agency Mergers & Acquisitions

Make the Most of Your Deal

Buying or selling is one of the most significant steps in an agency’s lifecycle — and one of the most complex. Whether you’re a founder preparing for an exit, an agency acquiring a competitor, or a key employee taking over, we can guide you through every step of the process. 

How We Help

Over the years we’ve advised on hundreds M&A transactions of all types. Our deep experience in advising agencies on both buy-side and sell-side puts us in a unique position to help you navigate the transaction process smoothly.

Whatever the form of your transaction, Matchstick can help: 

• New to M&A? Get oriented with a comprehensive overview of transaction types and what expect. We can also coach you on how to prepare to reduce costs and ensure a smooth transaction.
• Looking at an LOI? Maybe you’ve received an LOI and want to know what it all means? Or maybe you want to put something together for a potential acquisition. Save yourself lots of trouble by getting help at this early stage.
• Preparing for Due Diligence? Proper diligence can make or break a deal. Make the diligence process work for you by preparing right, getting help with review, and sussing out risks (and opportunities).
• Making Owner Changes? Perhaps you are a key employee buying out the agency where you work. Or maybe you are an owner building a succession plan. These deals often have unique financing and equity arrangements that need to be addressed.
• Structuring an Earnout? Contingent payment structures are common in agency transactions and can help bridge the gap between buyer and seller. But earnouts also present unique risks, tax issues, and complex drafting problems.
• Building Equity Incentives? Equity and equity-like arrangements (e.g., phantom stock, restricted stock units) can be key parts of compensation or staff retention. Find out how to use these tools effectively.
• Negotiating Employment Arrangements? Key employees and founders often receive an employment agreement as part of a transaction. These are different than your typical rank-and-file arrangements, so make sure your deal has the right provisions.
• Need Deal Documents? Purchase agreement documentation is often lengthy and complex. Our deep experience in advising agencies allows us to draft purchase agreement documentation in a fraction of the time.
• Want a Second Opinion? Even if you have business counsel, Matchstick’s experience in advising agencies often means we can provide a unique perspective to help you make the most of your transaction.

What Does It Cost?

Like many things in legal, it depends. Regardless of whether you are buying or selling, an acquisition is often the largest and most important transaction an agency will face and the costs reflect that. 

Early stage support like M&A orientation can be as low as $1,000. LOI drafting, review and negotiation ranges from $1,500 to $5,000. For the transaction itself, legal costs range from $10,000 for a small, simple deal to $75,000 or more for a transaction with extensive diligence, earnouts, employment agreements, equity mechanics, and the like. Most end up in the $20,000 to $50,000 range. Some aspects of a transaction (like LOI drafting and initial draft of purchase agreement) can be structured as a fixed fee while others (purchase agreement negotiation, rollover equity negotiation, employment negotiation) are generally handled hourly. We can often help identify key cost drivers and provide estimates as part of our M&A orientation (and throughout the process) to help you plan.

Have a transaction on the horizon? Get in touch to see how we can help.