Marketing Services M&A Advisor for Agency Owners: 2026 Sell-Side Guide
By Christoph Totter, Managing Partner, CT Acquisitions. Last reviewed: October 2026.
A marketing services M&A advisor is the banker who sells your agency: they set realistic price expectations, build the buyer list, run a confidential and competitive process, and negotiate the earnout and the purchase agreement. This guide names specialist agency advisors that exist today, shows what advisors charge using published fee data, explains how buyers price retainer revenue against project revenue and client concentration, and lists the questions to ask before you sign an engagement letter.
Quick answer: Hire a marketing services M&A advisor who has sold agencies like yours in the last few years, can name the holding companies, roll-ups and private equity platforms likely to bid, and will put their fee in writing. Expect a retainer plus a success fee at closing. First Page Sage’s January 2025 fee study puts success fees at 6% to 9% for companies with $1 million to $10 million of EBITDA, before negotiation.
What a marketing services M&A advisor does
An agency is hard to sell without help for one reason: almost all of its value walks out of the door every evening. Buyers are paying for client relationships, a team and a repeatable way of winning work. The advisor’s job is to prove those things are durable, then put that proof in front of enough qualified buyers that they compete on price and terms.
A marketing agency M&A advisor is not a business broker. A broker usually lists a business and waits for inbound interest. An advisor runs a managed process, contacts corporate development teams and private equity partners directly, and negotiates the deal through closing.
A typical sell-side engagement for an agency follows these steps:
- Readiness review. The advisor rebuilds adjusted EBITDA, separates retainer from project revenue, maps client concentration and flags founder dependence before any buyer sees a number.
- Quality of earnings. Many sellers commission a sell-side quality of earnings report so the buyer’s accountants confirm, rather than discover, the numbers.
- Positioning and materials. A short anonymous teaser, then a confidential information memorandum (CIM) that explains the client roster, capabilities, team and growth plan.
- Buyer list and outreach. Holding companies, independent agency groups, private equity platforms and adjacent strategics such as consultancies. Buyers sign an NDA before they receive the CIM.
- Indications of interest. The advisor collects first-round price ranges and narrows the field to the buyers who fit on value, structure and culture.
- Management meetings and LOI. Finalists meet the leadership team, then submit a letter of intent with price, cash at close, earnout and rollover terms.
- Diligence and purchase agreement. The advisor defends the agreed economics while the buyer reviews contracts, finances, staff and tax, and lawyers negotiate the purchase agreement.
- Closing and transition. Funds move, client and staff announcements go out, and the earnout clock starts.
Our guide to the letter of intent covers the clauses that most often move value between signing and closing.
Who is buying agencies in 2026
Your advisor should know which buyers are acquiring now and what each one wants.
Deal volume. Ciesco’s 2025/2026 global M&A review (February 2026) counted 2,308 completed media and marketing transactions in 2025, down 12.6% from 2024 but about 17% above 2020. Strategic buyers made 69% of those deals and private equity 31%, according to the same report. In the U.S., Capstone Partners’ Marketing Services Market Update (April 2026) reports deal volume up 7.5% year over year in 2026 to date, private equity deals up 17.4%, and strategic buyers still holding 68.6% of sector deals.
The listed holding companies. The largest change is consolidation at the top. Omnicom completed its acquisition of Interpublic Group on November 26, 2025, with Interpublic shareholders receiving 0.344 Omnicom shares per share and the combined company reporting pro forma revenue above $25 billion, according to Omnicom’s closing press release. That leaves one fewer listed holdco bidding for agencies. Publicis agreed to buy data company Lotame in March 2025 and fold it into Epsilon, per Publicis’s announcement and Reuters, which signals where its appetite sits: data and technology more than traditional creative. WPP named Cindy Rose chief executive from September 1, 2025 (WPP press release). Havas became a separately listed company on Euronext Amsterdam on December 16, 2024 (Havas announcement). Dentsu told staff on February 13, 2026 that it was no longer pursuing a sale of its international business, as Campaign reported.
Private equity platforms and independent groups. Capstone’s April 2026 update says sponsors target agencies with low customer concentration, a high share of recurring revenue and technology-enabled offerings such as AI. In practice, a PE-backed agency group can often move faster than a holdco and may offer rollover equity in the larger group.
Adjacent strategics. Consultancies, technology firms and larger independents buy agencies for specific capabilities such as commerce, CRM or retail media. A good advisor makes sure they see the deal.
Specialist agency M&A advisors
The firms below all advise on marketing, advertising, PR or media deals. They are examples, not endorsements; facts come from each firm’s published material, as noted.
| Firm | Type | Focus | Checkable fact (source) |
|---|---|---|---|
| SI Partners (SI Global) | Agency specialist | Marketing communications, consulting, technology and data services | Offices in New York, London, Hong Kong, Singapore and Sydney, among others (firm website) |
| Ciesco | Agency and tech specialist | Technology, media and marketing; London based | Publishes an annual global M&A review; latest edition February 2026 (Ciesco) |
| JEGI LEONIS | Sector investment bank | Media, marketing, software and business services | Formed after JEGI CLARITY and Leonis Partners agreed to combine in March 2025; over 80 professionals (January 2026 press release) |
| Berkery Noyes | Sector investment bank | Media and marketing among its core sectors; New York | Founded in 1983 (firm history) |
| Madison Alley | Agency specialist | Digital marketing, media, advertising and commerce | Cites 20+ years of transactions; Omnicom Media Group bought its client Jump 450 Media in October 2021 (firm transaction list) |
| TobinLeff | Agency specialist | Marketing services and digital agencies, often owner-led | Founded in 2010; says it has advised more than 250 clients on M&A and exit planning (firm website) |
| Merge | Agency-focused advisor | Owner-led businesses under $50 million, marketing and advertising first | Says it has guided more than 1,000 businesses since 2015 (firm website) |
| Gould+Partners | PR specialist | Public relations firms | Has advised PR firms on profitability and M&A for more than 30 years (firm website) |
| Houlihan Lokey | Global investment bank | Marketing services team inside its business services group | Publishes a dedicated marketing services coverage page (firm website) |
| Canaccord Genuity | Global investment bank | Technology, media and marketing | Acquired marketing-sector bank Petsky Prunier in 2019 (Canaccord press release) |
For a UK agency, SI Partners and Ciesco are both London based. For a PR firm, Gould+Partners works only in that niche.
The bigger decision is which kind of firm to hire:
| Option | Best fit | Strength | Watch out for |
|---|---|---|---|
| Global or sector investment bank | Larger agencies and data or tech-enabled marketing businesses | Access to holdco and large PE decision makers | Minimum fees and deal-size floors; junior staff on smaller mandates |
| Agency specialist boutique | Owner-led agencies, often a few million dollars of EBITDA or less | Knows agency buyers by name and recent agency comparables | Small teams; check capacity and who runs your deal |
| Generalist lower middle market advisor | Profitable agencies with clean books and broad buyer appeal | Wider PE and family office reach outside the agency world | Ask for agency transactions, not just sector claims |
| Business broker | Very small agencies sold mostly to individuals | Lower fee floor | Listing model, limited direct outreach to corporate buyers |
Our broader guide on how to choose an M&A advisory firm covers the same decision for any sector.
What agency M&A advisors charge
Almost every advertising agency M&A advisor charges some mix of two fees: a retainer during the engagement and a success fee when the deal closes. The success fee is usually a percentage of the transaction value, and on smaller deals it is often set on a sliding scale. First Page Sage’s M&A advisory fee study (January 2025), built from publicly available data and grouped by EBITDA, reports these ranges:
| Company EBITDA | Retainer | Success fee |
|---|---|---|
| $1 million or less | $45,000 to $55,000 | 7% to 11% |
| $1 million to $10 million | $56,000 to $80,000 | 6% to 9% |
| $10 million to $30 million | $81,000 to $110,000 | 4% to 7% |
Some advisors quote the Lehman formula instead: 5% of the first $1 million of deal value, 4% of the second, 3% of the third, 2% of the fourth and 1% of everything above $4 million. A “double Lehman” doubles each step. Treat any of these as a starting point. The terms that move your real cost are in the engagement letter:
- Retainer credit. Is the retainer credited against the success fee at closing?
- Fee on the earnout. Is the success fee charged on earnout dollars only when you receive them, or upfront on the headline price?
- Rollover equity. Is equity you roll into the buyer counted in the fee base?
- Tail period. How long after the engagement ends does the advisor earn a fee if a buyer they introduced closes, and is it limited to named buyers?
- Minimum fee and exclusivity. Is there a fee floor, and can you end the engagement if the process stalls?
Our pages on M&A advisor cost and fee structure and tail provisions go deeper on each term.
What drives an agency valuation
Agencies are usually priced as a multiple of adjusted EBITDA. Two agencies with the same profit can sell for very different prices because buyers discount risk.
| Driver | What buyers want to see | Published evidence |
|---|---|---|
| Retainer vs project revenue | Most revenue on retainers or multi-year contracts | FE International says recurring revenue models increase valuation by 25% to 40% compared with project-based agencies |
| Client concentration | No single client dominating revenue | FE International says buyers apply a discount once one client exceeds 25% of revenue; Capstone (April 2026) says sponsors target low customer concentration |
| Founder dependence | Client relationships held by a second layer of leaders | FE International puts the discount for founder-as-rainmaker agencies at 15% to 30% |
| Specialization and technology | A defined niche, data or tech-enabled services, AI capability | Capstone (April 2026) lists technology-enabled offerings such as AI among sponsor targets |
| Size | More EBITDA and a team deep enough to run without the founder | Larger deals draw more buyer types, including platform investors |
Two practical points. First, revenue behavior beats labels: a “project” client that has bought every quarter for years can be shown as recurring if the invoices prove it. Second, buyers look at the concentration trend, so a big client that is shrinking hurts more than a stable one. FE International’s agency valuation guide covers these factors in more detail, and our marketing agency valuation calculator lets you test your own numbers.
Disclosed deal multiples are a weak guide for a small agency. Capstone Partners’ August 2023 marketing services update reported an average of 12.8x EV/EBITDA for disclosed sector deals from 2021 to mid-2023, but disclosed deals skew toward larger companies, so owner-led agencies should not plan around that figure.
Worked example: price and fee math
Illustration only. The multiples below are assumptions chosen to show the math, not market data or a valuation of any business.
Two agencies each have $1.5 million of adjusted EBITDA. Agency A earns most of its revenue from retainers and its largest client is 12% of revenue. Agency B is mostly project work and its largest client is 35% of revenue.
| Line | Agency A | Agency B |
|---|---|---|
| Adjusted EBITDA | $1,500,000 | $1,500,000 |
| Assumed multiple | 6.0x | 4.5x |
| Enterprise value | $9,000,000 | $6,750,000 |
| Assumed cash at close / earnout | 75% / 25% | 60% / 40% |
| Cash at close | $6,750,000 | $4,050,000 |
| Earnout at risk | $2,250,000 | $2,700,000 |
The same profit produces $2.25 million less headline value for Agency B, and $2.7 million less cash at closing. That gap is why concentration and revenue quality are worth fixing a year or two before a sale, and why our marketing agency exit preparation guide starts there.
Now the fee on Agency A’s $9 million deal under three common structures:
- Lehman: $50,000 + $40,000 + $30,000 + $20,000 on the first $4 million, plus 1% of the remaining $5 million ($50,000), for $190,000.
- Double Lehman: twice that, $380,000.
- Flat 6%: the low end of First Page Sage’s range for $1 million to $10 million of EBITDA, $540,000.
If the success fee on the $2.25 million earnout is paid only when the earnout pays, a flat 6% fee would be $405,000 at closing and up to $135,000 later. Ask for that structure in writing.
Questions to ask before you hire
Interview at least three advisors and ask each the same questions.
- Which agencies have you sold in the last three years, and can I speak to two of those owners?
- Who will run my deal day to day, and how many other mandates do they have open?
- Which ten buyers do you expect to be most interested, and why each one?
- What valuation range do you expect, and which comparable deals is it based on?
- How will you present my retainer and project revenue, and my largest client?
- What is your retainer, your success fee scale and your minimum fee?
- Is the success fee on earnout and rollover equity paid when I receive the value?
- How long is the tail, and is it limited to buyers you introduced and named?
- How do you keep the process confidential from staff, clients and competitors?
- What happens if no acceptable offer arrives: can I end the engagement, and on what notice?
Red flags: a valuation promised before the advisor has seen your financials, no agency deals they can name, a fee charged on headline price including earnout at closing, an open-ended tail, or a buyer list made of names any owner could guess.
How CT Acquisitions works with agency owners
CT Acquisitions is an M&A advisory firm for founder-owned businesses. We work both sides of the table: on the sell side we run confidential sales and recapitalizations for owners, and on the buy side we find, vet and negotiate acquisitions for buyers. We also run exit planning for owners who are not ready yet. Our network includes 500+ active buyers: private equity firms, family offices, search funders and strategic acquirers.
How we are paid depends on the mandate. When a buyer from our network approaches you through a buy-side search, you pay no fee. When you hire us to run a sell-side process, we are paid on success, at closing. You will know the terms in writing before any work starts.
Frequently Asked Questions
What does a marketing services M&A advisor do?
A marketing services M&A advisor prepares an agency for sale, builds a list of strategic and private equity buyers, runs a confidential competitive process, and negotiates price, earnout and the purchase agreement through closing. The advisor also defends the agreed economics when buyers raise issues in diligence.
How much does an M&A advisor charge to sell a marketing agency?
Most advisors charge a retainer plus a success fee at closing. First Page Sage’s January 2025 fee study reports retainers of $56,000 to $80,000 and success fees of 6% to 9% for companies with $1 million to $10 million of EBITDA. The engagement letter terms, such as how the earnout and the tail are treated, matter as much as the rate.
Should I hire an agency specialist or a generalist M&A advisor?
An agency specialist knows the holding companies, roll-ups and private equity platforms by name and has recent agency comparables, which matters most for agencies with concentrated or project-heavy revenue. A generalist can work for a profitable agency with clean books if it can show agency transactions. Ask both for references from agency owners they have sold.
Who buys marketing agencies in 2026?
Strategic buyers made 69% of media and marketing deals in 2025 and private equity 31%, according to Ciesco’s February 2026 review. Strategic buyers include the listed holding companies, independent agency groups and consultancies. Omnicom completed its acquisition of Interpublic on November 26, 2025, so there is one fewer listed holdco bidding.
What lowers the value of a marketing agency?
High client concentration, mostly project revenue and founder-held client relationships are the most common discounts. FE International says buyers discount once one client passes 25% of revenue and puts the discount for founder-as-rainmaker agencies at 15% to 30%.
Is the success fee charged on the earnout?
It depends on the engagement letter. Many owners negotiate for the success fee on earnout dollars to be paid only when the earnout is received, so they never pay a fee on money they do not collect. Ask for this in writing before you sign.
Sources
- Omnicom, “Omnicom Completes Acquisition of Interpublic,” press release filed with the SEC, November 26, 2025
- Ciesco, 2025/2026 Global M&A Review: Tech, Media and Marketing, February 25, 2026
- Capstone Partners, Marketing Services Market Update, April 22, 2026; Marketing Services M&A Update, August 2023
- First Page Sage, M&A Advisory Fee Structure, January 22, 2025
- FE International, How to Value an Agency Business
- JEGI LEONIS press release, January 8, 2026; JEGI CLARITY and Leonis Partners merger announcement, March 10, 2025
- Publicis (March 6, 2025), WPP (July 10, 2025), Havas (December 16, 2024) and Canaccord Genuity (2019) press releases; Campaign on Dentsu, February 2026
- Websites of the advisors named in the table
Disclaimer. Educational content, not investment, legal, tax or valuation advice. Named advisors and buyers are referenced for information only, with no representation about their fitness for an engagement. Figures are third-party published ranges as of the dates shown.