
Adweek published content on private equity
firms showing interest in Adland, foreseeing a “coming wave of PE buying and
investing in creative agencies.”
Well, sure, the
White holding companies are no longer interested in purchasing more White
advertising agencies, as each conglomerate is overfilled with commoditized
people, practices, and properties. So, it falls on other entities to provide
financial support to sustain shops.
The piece is
titled with a question: “Your Agency Just Sold To Private Equity. Now What?”
The Answer:
Probably the same thing that would happen if your agency just sold to a holding
company—there will be an initial phase to weed out redundancies and optimize
profitability, followed by the departure of legacy leaders. That is, people
will be released or relieved, and the business will be streamlined or strangled.
It’s a sharp
kick to the privates.
Oh, and
DEIBA+ will be prioritized far after redundancies, revenue, reductions,
reengineering, rejuvenating racism, and rent.
Your Agency
Just Sold To Private Equity. Now What?
As PE
dealmaking in the agency world heats up, experts share what to expect after an
acquisition.
By Alison
Weissbrot & Brittaney Kiefer & Rebecca Stewart
Interpublic
Group (IPG)’s sale last week of R/GA to private equity (PE) firm Truelink
Capital signals a coming wave of PE buying and investing in creative agencies,
industry leaders tell ADWEEK.
R/GA is not the
only agency that has recently sold to PE: last year, Svoboda Capital Partners
invested in creative agency Highdive; Keystone Capital invested in Barkley,
which then merged with OKRP; and independent media agency Brainlabs nabbed
funding from Falfurrias Capital Partners (FCP).
Other PE deals
in the ad arena include FCP’s investment in digital shop Said Differently;
Shamrock Capital’s (which also owns ADWEEK) stake in experiential consultancy
DE-YAN; and Growth Capital Partners minority investment in U.K. social agency
Coolr.
As private
equity dealmaking in the ad industry heats up, ADWEEK spoke to experts about
what agency leaders can expect under PE ownership.
PE buyers
are getting more sophisticated
While PE firms
have invested in agencies over the past 10 to 15 years, their targets have
mostly been performance marketing firms, said Michael Seidler, CEO of M&A
advisory firm Madison Alley, pointing to deals like New Mountain Capital’s 2020
acquisition of Tinuiti from another PE firm, Mountaingate Capital.
“Following the
Tinuiti [deal], so many groups saw the success of data-driven performance
marketing groups and thought that they could replicate that,” he said.
In contrast, PE
firms historically saw creative agencies as project-based and talent-driven
businesses, and therefore less predictable, Seidler added.
But recently,
there has been growing interest in creative and “tech-enabled” shops, said Lisa
De Bonis, chief executive of Huge, a former IPG agency that sold to PE firm AEA
Investors in December.
“I’m convinced
this is the next wave,” De Bonis told ADWEEK. “As a natural consequence of the
adoption of tech more broadly, and how quickly consumer behaviors and
businesses are having to transform, private equity firms are seeing that
tech-enabled creative services are an area of growth. They’ve woken up to it.”
When Brainlabs
sold a minority stake to London PE firm Livingbridge in 2019, CEO Daniel
Gilbert said M&A advisors set up meetings with holding companies and threw
some PE outliers in the ring. He went in with some “negative preconceptions” of
PEs as investors that “ruined businesses” by stripping down assets, sacking the
CEO, and loading them with debt. But, he kept an open mind.
“We did meet
some like that, and immediately said, ‘that’s not for us.’ But then we met this
whole other bracket of PEs which was more growth-oriented and believed in our
business,” he said.
Seidler said
that PE sophistication in this space has increased, pointing to firms like
Mountaingate Capital, New Mountain Capital, Shamrock Capital, and Insignia
Capital Group as a new crop of agency buyers that have seized the
opportunity–and learned more about how to successfully operate agencies along
the way.
“It’s
completely changed; there aren’t that many PE houses without some form of
investment in marketing services or media or the advertising landscape,”
Gilbert said.
Long-term
growth on a short-time horizon
While PE firms
figure out how to operate creative agencies, those agencies are getting used to
the PE playbook.
PE firms
typically give their acquired companies a three-to-seven-year timeline to
increase their value before exiting. During that period, they’re given capital
to make “strategic acquisitions to enhance the growth and enhance the
multiple,” said Seidler.
“[PE firms] are
in the business of growth, so there is capital. That didn’t happen in our
previous situation,” said De Bonis. “There is a focus on performance and
business excellence that is important and critical to our long-term growth.”
Gilbert said
for Brainlabs, PE backing has resulted in a “growth-oriented” structure that
has allowed the agency to complete 10 acquisitions since 2019, including social
agency Fanbytes and digital shop Sparro. By 2023, the agency had grown
eightfold, with client billings over $1 billion, while headcount increased from
250 to 850.
When the time
came to sell again, U.S.-based FCP purchased a 55% stake.
While Gilbert
said he considered selling to a holding company, he didn’t want the “pressure”
of quarterly earnings to force decisions in the interests of investors rather
than clients.
“A holding
company is full of traditional agencies, so you’re in this conservative model,
and [bound by] the constraints that wash across a full holding company and all
the compliance issues of being public,” Seidler agreed. “[PE-backed agencies]
have capital behind them, and they can look for acquisitions, and they can grow
in other ways versus grinding it out to organically grow.”
A more
focused offering
PE owners
eliminate the pressure facing holding companies to sell fully integrated
offerings across historically siloed assets, Seidler said, leaving agencies to
get “the focus and the attention to prioritize their needs on a standalone
basis.”
He pointed
again to New Mountain Capital, which in addition to Tinuiti, holds a stake in
healthcare marketing agency W2O and digital transformation company Bounteous.
“They have three different businesses that are singularly focused and aligned
to build the best performance marketing agency they can,” he said.
Under AEA
Investors’ ownership, Huge has zeroed in on its core capabilities of digital
product design and customer experience, De Bonis said. “It’s not about what
else we can do or how we diversify. It’s about how we make this stronger,
better, and more performative.”
For Brainlabs,
FCP’s focus on long-term growth versus short-term payoffs has led to bigger
upfront investments in talent, including graduate programs.
“If you were in
a holding company structure, that sort of investment would look expensive
without yielding something short-term to point to in terms of efficiency or
production, and therefore difficult to justify,” said Gilbert. “But because PEs
[usually plan to] sell, [FCP] knows we need a sustainable way of recruiting,
training and producing talent.”
Preserving
culture is key
For a PE
ownership to be successful, agencies must find partners that understand the
importance of preserving the cultures of these talent-led businesses.
“The thing
that’s different is with agencies, they’re run by people,” Seidler said. “So
preserving the culture matters, and even making acquisitions that are
compatible with the culture matter a lot.”
Gilbert said
that in the sale process, Brainlabs met many PE firms that asked questions that
indicated they didn’t understand the sector.
“They were used
to investing in businesses where you could point to the infrastructure. They
did not like the concept that all the people could leave, and maybe all the
clients could leave as well,” Gilbert said.
For agency
staff, there’s the bonus of a greater link between their performance and the
growth of the business, according to De Bonis.
“For people at
Huge, there is now this focus on performance that directly links to their own
growth that they didn’t have before. It’s a simple conversation: we grow, you
grow,” she said. “We’re able to distribute the value creation, which means
equity and performance-related compensation.”
For Gilbert,
the structure Brainlabs currently operates under, where management owns 45% of
the business, is working. “It’s a nice balance between good governance, as well
as client, and future-centric behavior,” he said.
But depending
on the nature of the deal, some founders might experience culture shock,
particularly at independent agencies. These entrepreneurial leaders will have
to adjust to board oversight and a level of rigor they didn’t have as sole
proprietors.
“For many of these founders, they’ve been
running the business by themselves and making decisions by
themselves,” Seidler said. “You now have someone that you report to.”