In this episode of Trunk Talks, we talk to President of Upside Collective, Brendan Casey, about his experience acquiring a digital agency through a management buyout. Brendan has spent his entire career at one agency - starting out as a project coordinator and eventually working his way into a position to acquire the company. As an owner, Brendan’s vision was to move a once traditional agency into the digital world - focusing heavily on video and technology development services.
The most effective way to sell an agency is not necessarily going through the open market. We learn from Brendan that the previous owners of the agency wanted someone within the agency to buy it from them. Brendan’s former bosses nurtured their employees to allow that to happen. They had seen a number of other agencies sell to large holding companies and lose a substantial amount of jobs, which was something they wanted to avoid.
The first step in a successful succession plan is to incentivize key employees early in their career with a small amount of shares. Even a small amount of non-voting shares can be a driving force for young employees, knowing that a path to ownership is available, to get involved. This encourages employees to stay longer and creates a culture that retains top talent.
Owners wanting to provide this type of path for talented employees in their organization should begin planning early. Succession planning is an important tool to incentivize and retain key employees while also maximizing the value received in a management buyout.
There are many ways to structure a management buyout, which usually consists of an upfront payment, a stock payment and the earnout. We learn from Brendan that not all management buyouts need to have an upfront payment.
In this situation, stock payments were paid out over 3 years at .5x the transaction year EBITDA, and earnout (deferred compensation in this case) was paid out over 7 years at .5x of the transaction year EBITDA. A 3 to 5 year earnout is typical of a management buyout, but given there was no upfront payment, 7 years was understandable. This buyout at 5x EBITDA over 7 years was a fair and equitable deal for both parties.
It is important to have attorneys negotiate these agreements so both parties maintain trust and remain aligned. During the first few years when voting rights transition from previous to the current management, it is essential for both management teams to be in agreement on major business decisions. As most payments are annual payments, building in flexibility and minimum requirements into the payment terms that account for volatility in the market will keep the business from bankrupting itself to pay off the previous management.
One of things Brendan notes is the value a small agency can gain from forming an advisory board. An advisory board is a body that provides strategic advice to the management of an organization. Many small agencies choose to form advisory boards in order to benefit from the knowledge of others without the expense or formality of a Board of Directors.
Agencies can look to fill gaps in their knowledge base by forming an advisory board of people with viewpoints outside of the agency bubble and skill sets that don’t exist within the agency. For example, if the agency does not have a CFO or someone with a strong financial background, having a CFO from another business on the advisory board could provide access to valuable advice in a cost effective manner.
Julius is an influencer marketing platform that provides marketers with the data & campaign management tools required to organize a successful influencer marketing strategy
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