Small Business Exits: M&A closed deal data from October
Welcome to the October edition of Small Business Exits, the monthly publication featuring fully anonymized deal data from a selection…
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In this post, we look at average digital marketing agency valuation multiples, provided by two different M&A advisor firms that specialize in helping agency owners sell their business.
But while these averages can give you a rough idea of your valuation range, both M&A advisor firms we talked to stressed the importance of:
Below, we cover:
| Are you looking for a high-level valuation of your marketing agency? Use our free business valuation calculator that uses an industry-specified DCF methodology to give you an idea of your agency’s value. When filling out the form, just select advertising for the industry. |
To get an idea of average valuation multiples by agency size, We spoke to the co-founders of Palmer, an M&A firm that works specifically in marketing, media, technology, and any service-based business with little to no tangible assets, and David Tobin of TobinLeff M&A Advisors, an investment banking firm focused on helping owners of marketing services, technology services, and professional services monetize their business interests.
In the table below, you’ll see a rough estimate of the average multiple range by agency size, as provided by the Palmer team.
| Agency Size (EBITDA) | Average Multiple Range (Times EBITDA) |
|---|---|
| Under $1 million | 2.5x – 3.9x |
| $1 million plus | 3.5x – 5x |
| $2 million plus | 4x – 7x |
| Over $5 million | 8x – 10x |
David Tobin shared similar averages. Based on data from his agency:
As Tobin further explains, “If an owner is able to identify a buyer that wants them for strategic reasons, then premiums are paid.” These premium multiples often go to agencies with strong brand equity in a specific sector or highly sought-after capabilities. (Learn more about strategic buyers vs. financial buyers here.)
It’s important to note that valuations for marketing agencies are generally based on a multiple of adjusted EBITDA on the trailing 12 months. While revenue multiples exist, they typically serve as a ceiling — around 1x revenue — rather than the primary valuation method.
Not all digital marketing agencies command the same multiples. As Tobin noted, there’s an important distinction: “Digital agency owners fall into a couple camps. Some of them recognize and appreciate that they own a professional services company. There’s really no IP associated with it. They’re a service firm.”
And for agencies that are purely service-based, “…the multiples are not that much different than well-run public relations, integrated marketing agencies, advertising agencies, creative agencies,” typically ranging from 4.5x to 7x for most midsize to smaller digital agencies.
However, “if there’s truly a tech component to your firm, whether that’s AdTech or MarTech, then you may get a lift on your multiple.”
| We wrote this post in part with insight from Clara Stedman, Ben Engvall, and Alex Cappelli, co-founders of Palmer, an M&A firm that works specifically in marketing, media, technology, and service-based businesses with little to no tangible assets.
Palmer focuses on the lower to middle market, working with businesses under $10 million in EBITDA. The firm caps its client load at 15 agencies at a time to maintain a boutique approach, ensuring each founder receives dedicated attention throughout the 4–7 month transaction process. With access to a database of over 50,000 buyers in the marketing services space, Palmer typically reaches out to 10,000+ potential buyers per listing. Their goal is to have sellers meet with 7–10 qualified buyers, with initial conversations converting to letters of intent at a rate of approximately 40%. Palmer also offers separate consulting services for agency owners planning to sell within the next 1–5 years, providing valuations and roadmaps to maximize value before going to market. At Axial, we have a network of over 3,000 advisors like Palmer, along with information on their recent deals. We’ve had several types of marketing agencies contact us to find an M&A advisor for them, including performance marketing businesses, creative agencies, PR firms, social media agencies, and brand strategy consultancies, each with unique positioning challenges and buyer requirements. If you’re ready to sell your agency, schedule your free exit consultation today. Get matched with an advisor who can find a buyer willing to pay the premium multiple for your specific niche. |
But what goes into deciding whether an agency with 2 million in EBITDA gets a 4x multiple or a 7x multiple?
When an M&A advisory firm like Palmer or TobinLeff conducts your valuation, they’re going to use different valuation methods to arrive at the most accurate multiple. These methods involve both your company’s details (financial records, key metrics, business history, team structure, etc.) and market-specific information (current buyer demand, economic conditions, previously closed deals in your industry), as well as publicly traded company valuations.
In this space, most advisors use a blend of comparables and precedent transactions to arrive at accurate valuations. They don’t typically use discounted cash flow models because, as Alex Cappelli of Palmer explained, “At businesses of this size, it’s nearly impossible to accurately forecast cash flows five years out and also ascribe a reasonable discount rate.”
Both advisors we spoke to shared which valuation factors affect your multiple range the most. These include:
The overall valuation exercise is viewed as an exercise in risk. The simpler and less risky a business seems to a buyer, the more they are willing to pay.
Unlike businesses with tangible assets like equipment or inventory, marketing agencies are people-focused businesses. As Ben Engvall explained, “In this space, buyers are acquiring people. This means that culture, team dynamics, and client relationships play an outsized role in valuations compared to other industries.”
This people-first nature also affects the sales process. Engvall says that “founders or sellers in this space play a much larger role in the sales process because of that — they have to speak to buyers and generate some of that interest personally through those conversations.”
If you get your agency valued, but you’re not valued at the multiple that you need to exit, what do you do?
There are actionable steps you can take, based on the key factors above, such as:
But how much these changes actually impact your multiple — and whether they’re worth the needed investment — depends on your business, your specific niche, and your overall exit goals.
In the Palmer team’s experience, the two most important factors buyers look at are client concentration and the recurring nature of revenue.
These are the primary drivers of value and the areas where improvements will have the most impact on your multiple.
Tobin emphasized that for agencies with time before selling, “improving margins is key.” He explained that “the compensation expense in relation to fee income typically is the biggest driver to the net income margin,” and operating at “20 plus percent, 30%, even 40%” EBITDA margin provides the needed leverage margin for buyers to get a return on invested capital.”
Tobin also stressed the importance of demonstrating sustainable growth: “Having a system for generating leads and converting them into client engagements becomes part of the storyline that this is an engine that will continue to grow even under new ownership.”
These are the kind of insights you can get when working with an M&A advisor. That’s why you want to work with an M&A advisor who has experience in selling agencies like yours, because your specific roadmap will depend on your business, your exit goals, and the types of buyers interested in your agency.
To help create a strategic plan that maximizes value and facilitates an exit, Palmer offers consulting services to develop a roadmap.
“We can provide a valuation in M&A consulting where we really take a deep dive with the agency or business… and what we do is kind of call out, okay, you have a 12-month road map. These are the three specific things or five, seven, whatever they’re really looking for that I would really focus on that will actually change your valuation to get to that point.”
This consulting service is separate from their M&A advisory work. It’s designed for agency owners looking to sell in the next one to five years and want a clear plan to maximize their value before going to market.
Similarly, TobinLeff offers exit planning and preparation services, with Tobin sharing that “We help a percentage of our clients prepare for a future liquidity event and build value where we believe we can based on our experience.”
| We wrote this post in part with insight from David Tobin, the founder of TobinLeff M&A Advisors, an investment banking firm focused on helping owners of marketing services, technology services, and professional services monetize their business interests. The firm started 15 years ago and is now a team of 14, including eight partners and four research analysts.
TobinLeff specializes in the marketing communications space, with extensive experience in digital agencies, PR firms, advertising agencies, and creative agencies. The firm handles transactions ranging from smaller agencies valued at around $5 million to larger agencies valued at $15–50 million in enterprise value. Based on their recent 25 transactions, agencies with an average adjusted EBITDA of $2.4 million achieved an average multiple of 6.46x, with some reaching as high as 12x for strategic buyers. The firm’s process typically involves reaching out to 300–600 target buyers to bring 3–6 qualified offers to their clients. TobinLeff also offers exit planning and preparation services, helping agency owners build value in advance of a future liquidity event. At Axial, we have a network of over 3,000 advisors like TobinLeff, along with information on their recent deals. We’ve had several types of marketing agencies contact us to find an M&A advisor for them, including performance marketing businesses, creative agencies, PR firms, social media agencies, and brand strategy consultancies, each with unique positioning challenges and buyer requirements. If you’re ready to sell your agency, schedule your free exit consultation today. |
When figuring out when to sell your digital marketing agency to maximize your deal outcomes, you want to time your exit so:
Unlike industries where assets are easily replaceable, marketing agencies depend on the retention of key talent — from senior account managers to creative directors — who maintain client relationships and deliver the specialized services that define the agency’s value.
Conversely, if the business falters during the process, “any of the questions the buyer may have had or any of the red spots they may have seen going into the business will only be highlighted.”
Working with the right M&A advisor makes all the difference here. They’ll carry the heavy lifting of navigating your exit, making it easier for you to focus on your business.
Once you’re ready to sell your business, the best thing you can do is work with the right M&A advisor.
M&A advisors will:
When you’re looking for M&A advisors, you want to focus on ones with recent and relevant industry experience and a proven track record of creating a competitive bidding process and closing deals.
Working with an M&A advisor who specializes in marketing services provides distinct advantages. As Tobin explained, “Somebody that specializes in a sector has case studies and industry experience. They have an appreciation for what buyers for those types of companies seek, how to package and position the company properly through the CIM, through the teaser letters. That all comes from experience, knowing what typically will rise above the fray when there’s competition with teaser letters coming through.”
This specialization also means having established buyer relationships.
“Any group that has experience, especially if they’re sector driven, develops relationships over time with prospective buyers. They know where to look. They know what companies to target based on the size of the company that’s being sold. It’s relationships and experiences that somebody would not be able to replicate if they tried to do it on their own.”
A key benefit of working with M&A advisors like Palmer and TobinLeff is that they can create a competitive bidding process for your agency. They can do this in part because they have a large network of serious buyers who have historically acquired other companies. This is why finding the right M&A advisor is key – you want them to have a network of contacts that would be interested in an agency like yours.
Palmer markets to their database of over 50,000 buyers in the marketing services space, typically reaching out to 10,000+ potential buyers per listing. They vet buyers before you ever speak to them, so by the time you connect with a buyer, they’re already qualified.
The Palmer team aims to have sellers meet with 7–10 qualified buyers. These initial conversations typically convert to letters of intent at about a 40% rate.
TobinLeff M&A advisors follow a similar comprehensive approach. As Tobin described in our interview, “Our goal is to bring owners 3–6 offers from qualified buyers to consider.”
He went on to add that to get that many qualified offers requires an extensive M&A process. “We typically will need to arrange meetings with 10 to 15 groups. To get let’s say 15 meetings like that, we have to have 60 plus NDAs signed. We have to go out to 300 to 600 target suspects.”
The goal of the competitor process is to create leverage. As Tobin elaborates, “if we have opportunities where we have multiple offers from qualified buyers, then we have leverage to push back on earnouts, for example. And if there is going to be an earnout, we have more leverage on dictating the terms.”
The problem that many agency owners face is finding M&A advisors like Palmer or TobinLeff. Agency owners aren’t sure which M&A advisor is the best for their agency. That’s what we help with at Axial.
At Axial, we have over 3,000 M&A advisors and investment banks within our network. Rather than providing generic referrals, we analyze each M&A advisor’s transaction history within our network to understand their specific expertise. For marketing agencies, this means identifying M&A advisors who understand marketing services industry valuations, know the nuances of agency due diligence, and have relationships with buyers actively acquiring marketing and creative services companies.
We examine factors like the M&A advisor’s experience with businesses of your size, their familiarity with your service offerings or market vertical, and their success rate in closing marketing agency transactions at competitive valuations.
Our evaluation process considers three critical factors:
We start by pairing you with an Exit Consultant who understands your business and exit goals. Your consultant will leverage Axial’s network of over 3,000 M&A advisors and investment banks to create a shortlist of 3–5 candidates specifically qualified to handle your marketing agency sale.
Each M&A advisor on your shortlist will have demonstrated expertise in marketing services transactions, proven ability to generate competitive interest, and strong professional reputation within our network. We provide detailed insights about each candidate to help you evaluate your options and prepare for M&A advisor interviews.
Our Exit Consultants have successfully connected marketing agency owners with advisors who specialize in understanding marketing services industry dynamics, including the shift toward private equity interest and the growing demand from strategic buyers seeking to expand their service capabilities and geographic reach.
Schedule your free Exit Consultation today.
Typical deal structures for marketing agencies include 50–80% cash at closing, with the remaining portion being either seller financing or an earnout. Based on TobinLeff’s recent transactions, agencies with an average EBITDA of $2.4 million saw approximately 59% of the purchase price paid at closing, with many deals including both rollover equity and earnout provisions.
It’s important to understand that not all deals are 100% exits. Many agency owners, especially those looking to grow rather than retire, can sell a majority stake while rolling some equity into the new entity. This allows them to participate in a “second bite of the apple” when the business is sold again at a higher valuation down the road. As Tobin noted, over the past three to five years, for digital agencies with EBITDA of $2 million or more, “while sometimes there’s a small earnout component, what we’re seeing more of is a mix of cash at close and rollover equity.”
Earnouts typically span three years, although TobinLeff’s current transactions include earnouts that range from 1–5 years.
Most earnouts benchmark either EBITDA or adjusted gross income (AGI), which is total revenue minus media buys. As Tobin explained, “Buyers typically prefer an EBITDA-based earnout. Sellers prefer a topline earnout because the sellers are concerned about whether they truly control the P&L statement during that time period. They worry there will be variables out of their control.”
Often, earnouts are used to bridge a valuation gap, but that isn’t the only time earnouts are discussed. Tobin identified two other primary drivers: “First, there’s the buyer’s concern: what happens post-closing if the owners move on to whatever is next in their career? So a buyer may use an earnout, not so much to bridge the perceived valuation, but to safeguard what happens under a change of ownership. The second is it’s an inexpensive way to finance part of the transaction by using part of the seller’s money, future earnings.”
Even if you’re not ready to sell for another 5–10 years, the Palmer team recommends having conversations with M&A advisors now. Understanding where the market is today, what current valuation multiples are, and what’s important to focus on helps you make better strategic decisions for your business.
As Clara Stedman of Palmer M&A Advisors put it: “You never know when the ideal time will be — market dynamics, buyer demand, and personal motivations change. It’s good to know what your agency is worth and what kind of deal you’ll likely get.”
David Tobin recommends that “owners get a valuation done early and often. Even if you’re not thinking of selling for another 5–7 years, getting an accurate valuation will help create a roadmap to selling your business and achieving your ideal exit.”
For more information, read Axial’s guide on when to sell your business.
The data below is based on a survey we conducted with M&A advisors and business brokers within the Axial network.
M&A advisor fees typically consist of two components: a retainer fee and a success fee.
Retainer fees vary significantly, with some advisors charging fixed upfront fees (typically ranging from $5,000 to $50,000), while others use monthly retainers ($5,000–$10,000 per month is most common) or milestone-based structures. About 24% of advisors work without any retainer, earning compensation only when the deal closes.
Success fees are commonly structured using the Lehman Formula, which 50% of brokers use. This structure charges 5% on the first $1 million of the purchase price, 4% on the second million, 3% on the third, 2% on the fourth, and 1% above $4 million. Another 33% of advisors use flat percentage structures (typically 3–5% of the total purchase price), while 17% use accelerator formulas where fees increase with deal size.
While these fees may seem substantial, data shows that businesses represented by advisors sell for 6–25% more than those sold by owners directly. Additionally, business owners who self-represent have a 60–70% lower chance of successfully selling their business compared to those who work with M&A advisors. When you factor in the time savings (30+ hours per week during the M&A process) and the higher probability of closing a deal, the advisor fees are typically well worth the investment.
Read the full report here: M&A Annual Fee Guide
Digital marketing agencies are valued using a multiple of adjusted EBITDA on the trailing 12 months. M&A advisors typically use a blend of two primary methods: comparable company analysis and precedent transaction analysis.
Comparable company analysis benchmarks your agency against similar businesses in the marketing services space, considering factors like size, growth rate, service offerings, client base, and geographic market. The challenge for smaller agencies is finding truly comparable companies, which is where an advisor’s industry experience becomes invaluable. They can analyze larger publicly traded agencies and adjust valuations to account for differences in size.
Precedent transaction analysis examines the actual purchase prices of similar marketing agencies that have recently sold. This provides real-world data on what buyers are actually willing to pay. However, because most agency transactions are private, this data is difficult to access without working with an M&A advisor who has insider knowledge of recent deals.
As Tobin shared in our interview, his firm has access to “hundreds of transactions and valuations” accumulated over 15 years in the space, allowing them to show clients where they fall “on the lower end of the likely spectrum” versus where “strong companies might be on the higher end or even go above market.”
Unlike larger businesses, marketing agencies typically don’t use discounted cash flow (DCF) models because it’s nearly impossible to accurately forecast cash flows five years out for businesses of this size. The combination of comparables and precedent transactions provides a more accurate valuation range that reflects both your agency’s intrinsic value and current market conditions.
The buyer landscape varies by agency size. According to Tobin, “Agencies that have a value of 15 to 50 million of enterprise value, most are being sold to either a strategic owned by a private equity group/financial sponsor or they’re big enough to form a platform with a financial sponsor.” He noted that eight of their last 12 transactions fit this profile.
For smaller agencies valued at $5 million to $15 million, “most of those deals are going to strategics, sometimes add-ons to a platform if they’re in the 10 million plus, but in that size range, 80% of our deals are going to strategics.”