Headlines about mergers and acquisitions focus on valuations — who bought what and for how much. But underneath those numbers, a more interesting shift in the way deals are being structured is taking place.
In a market where capital is more cautious, growth is harder to come by, and founders are rightly more selective, the structure of a deal matters as much as the price tag. We’re entering an era of smarter, more conditional dealmaking — and both buyers and sellers need to adapt.
Deferred consideration is now the norm
Gone are the days of big upfront cheques (okay, bank transfers — I’m showing my age). Most deals now involve some form of deferred consideration, whether it’s tied to performance milestones, client retention, or profitability. This isn’t a slight on the seller. It’s just a reflection of how risk is being shared differently.
Earn-Outs Are Getting Smarter
Earn-outs used to be a crude mechanism — hit a number, get paid. Now we’re seeing more creative models: multi-year tiered payments, cultural and team-based metrics, and hybrid structures that mix cash, equity, and advisory roles.
Bolt-on acquisitions are booming
Especially in agency land, we’re seeing platforms and holding groups acquire smaller firms to plug capability gaps or enter niche markets. These bolt-ons are often faster to close, less disruptive and offer strong synergy value — when structured right.
Buyers are paying for talent and data
Revenue is still important but, increasingly, buyers are looking under the hood. Who owns the client relationships? Is there first-party data? What’s the depth of expertise in the team? Deals are being won (and lost) based on what’s between the lines.
Founders need to be structurally savvy
If you’re thinking about exit or acquisition, it’s not just about top-line growth. You need to understand how deal terms shape your outcome. Structure can protect you — or trap you. Get clear on what matters: control, earn-out terms, re-investment clauses, and post-deal roles.
It’s not just about the money
‘Financials were not our first consideration.’
Over half of the deals we’ve completed in the past few years were driven by more than just valuation. They were about capability, competitiveness, and strategic fit — often between two motivated parties who could solve a challenge for each other.
When that’s the foundation, the deal tends to perform better post-transaction, too. The structure still matters, but the intent behind the deal is what makes it last.
Final thought
Structure is strategy. Valuations might make the headlines, but the small print is where the real story is told.
In 2025, the best deals won’t just be the biggest — they’ll be the smartest.
Main image created using Google Gemini
