The uncomfortable answer, backed by data this week: buyers pay up for momentum, not for a fixer-upper. And the momentum premium is gone the moment you actually need it.

Ayelet’s off in Europe, so Christian flew solo this Labor Day with two deals at opposite ends of that spectrum, one raising from strength, one doing M&A out of need.

The trend. Per Crunchbase, ~540 startups have been bought by other startups in 2026. Capital is concentrating in a few cash-rich winners (OpenAI, Anthropic, MoonPay), leaving a big pool of willing sellers. The logic: in a race to win a category, buying a team beats building the capability, three to four quarters of R&D in one clean deal. The related lesson every founder should sit with: the strongest signal to explore a sale is when you’re firing on all cylinders. Airtable was worth $11-12B and sold for $1.2B. Check in with your moat, is the puck still going your way?

Deal #1: Perion buys PRN. Perion picked up in-store retail media company PRN for up to $12M, all cash, no earn-out, roughly 4x forward EBITDA for exclusive screens across 7,400+ locations (Costco, Walmart, a national healthcare retailer). A genuine steal, and Perion bought its way into the “last inch before purchase” in one move. But tie it to the theme: Perion is shopping because it had to. Losing its Microsoft Bing partnership in 2024 gutted a third of revenue. Smart deal, done from a position of weakness.

Deal #2: Tenzing bets on Pimcore. The second European PE deal in the category after Cinven’s Salsify buy. Pimcore is the open-source-to-open-core PIM/MDM/DXP play, more front-end and European, where Salsify is retailer-facing. The framing is pure 2026 (”governed data is the AI bottleneck”), which I think is a little thin. The real watch item is monetizing an open-source community, ask Adobe how Magento went. Full disclosure: this is my home turf as a Salsify shareholder.

The takeaway: perfect, AI-ready product data is suddenly the hottest boring category in commerce. First Salsify, now Pimcore. Whose ears are hot next? Akeneo, Productsup, maybe Stibo.

Quick hits: Descartes bought Extensiv ($120M, all cash, my favorite acquirer), and Integrate bought CaliberMind for closed-loop B2B demand gen. See all the deals of the last week or so in our subscriber only post.

The lesson from the data is the uncomfortable one: the best time to explore a sale is when you least have to. Just ask any founder who’s been through a fire sale.

Full breakdown, plus a few more deals, on the podcast.

🎙️ Part of the Marketecture Media Network | Sponsored by Sifted Pro (sifted.eu/inorganic)

🔔 Subscribe for weekly M&A coverage on In/Organic

Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

Read more

We skipped the origin story (you can hear that on other podcasts) and went straight at the buyer’s playbook.

Selling control doesn’t change the mission. Croud went from a minority deal (LDC, 2019) to a majority sale (ECI, 2024). Luke’s take on what changed day-to-day: not much. “Private equity is pretty binary, we’re all on the same mission to grow.” The structure keeps him heavily incentivized on performance, so he still feels like the founder, not an employee. What ECI actually brought was firepower and network, including chairman Steve King (ex-Publicis COO) and a deliberate, US-based head of M&A.

The buy box: founders first. Above everything, Luke screens for the founders, are they culturally aligned, are they people you want to work with? “We’ve bought businesses where the founders weren’t quite the right fit,” he admits, and it’s the number-one lesson. From there it splits two ways: a scale play ($20–30M revenue) to accelerate the core US business and plant flags in new markets, and a capabilities play ($2–3M revenue) to tuck in specialisms, influencer/creator, social commerce, data and measurement. In hot, over-priced categories like influencer, he often prefers to build rather than buy.

AI changes the math. Croud’s agentic “Croudies” could cut human-resource needs in core channels by 20–25% by next March. That makes Luke hesitant to overpay for resource-heavy businesses, and reinforces his insistence that any acquired founder genuinely buys into Croud’s tech model, “it can’t just be a transaction for the sake of an event.”

Keep entrepreneurs entrepreneurial. His retention philosophy is a mantra. When Croud acquired Born Social, the world told him to focus on integration; his priority was keeping the six-person leadership group, and most are still there. Earnouts matter, but so does making people feel part of the journey, not a clock-in, clock-out sale.

What’s explicitly out: heavy affiliate (”I don’t understand it well enough”), sub-$1M EBITDA (”too fiddly”), and fully remote businesses, because in-person integration is hard to fake.

The end game. Luke’s see’s his peers as Stagwell, Brainlabs, Dept, PMG, MediaMonks. But the real ambition is to stay founder-led past the 1,000-person, $150M “danger zone” where so many agencies stumble. His answer is the visionary-operator split: bring in leaders like Valerie Davis (who tripled Assembly’s US business to $150M) to run operations, while he founds, leads, and energizes.

Expect Crouds next M&A to happen in the next 3 to 6 months.

🎙️ Part of the Marketecture Media Network | Sponsored by Sifted Pro

Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

Market Update: Two AI Rounds That Bracket Where the Money Is Going

Gravity raised $38M to put ads inside AI. The San Francisco company describes itself as an ad network for AI products, roughly $38M total (an $8M seed led by Caffeinated Capital and a $30.5M Series A led by Lightspeed). In plain English, Gravity wants to be the ad network for the AI era: when you’re chatting with an AI assistant, Gravity is the plumbing that drops a relevant ad into the conversation, and how the company that built the app makes money. It’s already placing ads inside ChatGPT and a batch of smaller AI tools. The wild part is the direction: these ads aren’t pointed at human eyes, they’re pointed at your shopping assistant or agent, with brands paying to be the options the agent gets handed. WPP’s media arm thinks AI search advertising is a $100B market by 2030.

Edgify raised $9M to stop theft at checkout. On the commerce side, the London-based company raised a $9M Series A from Rhino Ventures and Mangrove Capital Partners. It’s an edge-AI system that runs on a store’s existing cameras to catch scan avoidance and product switching at self-checkout, without streaming video to the cloud. Retail has a huge shrink problem at self-checkout and it’s hard to audit; Edgify wants to make that easier. The caveat: many people have tried putting cameras all over the store to detect this, there are ~20 companies that have gone at it, so it’ll be interesting to see if Edgify actually gets there.

Feature Deal: Acast Buys Backyard Ventures

Acast, the Stockholm-listed podcast company, acquired Backyard Ventures, an Austin-based creator and podcast agency, for a $20M enterprise value deal, $16M cash at close plus $4M later in Acast stock. Because Acast is public and Swedish (which tend to be more transparent), we get the numbers: Backyard did $16.1M of revenue in 2025 at a 12% adjusted EBITDA margin (about $1.9M of EBITDA), which puts the deal at a 10.4x multiple.

What is Acast buying? 18 people in Austin who know American brand marketers, and the sales rights to a 200+ creator roster, names like The Daily Stoic with Ryan Holiday, Piers Morgan Uncensored, Cal Newport’s Deep Questions, and Mark Manson’s Salt. Behind that roster: 35M newsletter subscribers, 230M monthly YouTube views, and 46M monthly simulcast views.

This is the second time in eight weeks that a European buyer has crossed the Atlantic for a creator/podcast agency. We covered Miroma Ad Results Media on the last episode (Ayelet’s favorite of the quarter).

The Operator’s Read

Christian’s read covers strategic value, deal price, comms strategy, and PMI risk.

Strategic value. Acast supplies hosting, distribution, and ad tech globally but has been thin on US brand-marketer relationships. Backyard is exactly that: a sales org that already speaks American brand, plus an exclusive premium roster and true omni-channel reach across audio, YouTube, newsletters, and social. YouTube is another channel where Acast is under-indexed. You’re buying the relationship and the roster, the two things a hosting platform cannot manufacture.

Deal price. At 10.4x EBITDA, it’s a full price for a people-based agency but not outsized against a 65% growth story and a roster with solid creators, and probably fair given the shorter operating history and a founder who clearly understands the economics. Acast de-risked the deal by holding back $4M of the $20M (20%) in deferred stock as the retention handcuff. For software you’d pay 10.4x and shrug; for a people business it’s a high price because the assets walk out the door every night. What justifies it isn’t the ~$1.9M of profit, it’s the relationships, the roster, and the bet that the growth sticks. As a practical matter, a creator can’t easily pick up and walk, these partnerships bring a lot more than someone holding a microphone.

Comms strategy. Acast frames it as extending omni-channel monetization and planting a US flag in Austin (a great talent and innovation economy). The Backyard brand gets retired, the team stays. Clean story, and the right way to do a tuck-in.

PMI risk. Acast has a strong reputation as a strategic, creator-friendly acquirer, and has done technology acquisitions in the global podcast ecosystem. Unlike the tech giants who build closed walls and isolate teams, Acast positions itself as a champion of the open podcast ecosystem, acquisitions that scale monetization and infrastructure for creators rather than trapping them in walled gardens. The roster is mostly exclusive representation on commission, so there’s no long-term contractual moat: if reps and relationships fray, creators drift. But it’s just hard to unplug, someone has to throw material money at you to leave everything that goes into being a creator (Christian and Ayelet can attest, having spent four to five months finding a partner). Most of the PMI risk sits in retaining those 18 people; keep them in Austin with a Stockholm-company feel and that $4M in deferred stock, and they’re probably happy.

The Deal Architect’s Read

From the founder’s perspective: bootstrapped, owns 100%, no institutional investors. The $16M in cash is his, he’s not returning it to a fund. The growth is real, one great name, strong momentum, high value achieved with low contractual locks, which makes it a riskier asset, but he’s stayed true to the model. The real question is whether he cashed out at the right time. Measured against where podcasting multiples sit and the broader media trends, he’s out on the pretty high end.

Is $4M in deferred consideration is enough to keep someone there? No, the $16M in cash was the thing. But given Cisneros’s genuine passion for the industry and his belief in where podcasting is going, along with his belief in Acast’s vision, he was looking at the broader picture. And that vision is sound for the market: it values technology where technology belongs and humans where the human belongs. Podcasting is a human-centric channel; its value lives in the habitual relationship creators have with listeners, the hard-to-recreate human piece, while Acast puts value on the tech (helping advertisers make the right investment and distribution decisions). Through that lens, Backyard got the right buyer at the right time for a good price, and the $4M isn’t the thing to focus on.

Christian’s counterpoint: a founder who owns 100% and is growing 65% usually doesn’t sell at ~10x EBITDA unless he’s worried about something. And what he’d be worried about is real, there aren’t many strategics buying podcast assets right now, and those that are aren’t placing a high value on them. Through that lens, this actually looks like a much better deal. We watch podcast agencies go to market all the time and get a side-eye from both strategics and financial sponsors. Audio and podcasting remain under appreciated; scaled agencies should have this capability, B2B agencies should have it. So maybe Acast is doing the whole category a service by putting a price tag on it and helping create a mark. A bunch of podcasting agencies owe Matt a debt of gratitude for getting a deal done with a public buyer who had to put the numbers out in the market. Hat tip to Chris Erwin for his insights on this deal.

Quick Hits

WPP Burson acquires Limbic. Burson, WPP’s global PR flagship, acquired Limbic, a New York cognitive-AI company whose platform tries to predict a message’s virality and believability before you send it. Terms undisclosed, a capability-led acqui-hire of a two-year co-development partner. Christian was initially excited to see WPP back on the acquisition wagon, this is officially, per PitchBook, WPP’s first “M&A of 2026.” It may not be the splashy return-to-market deal people are hoping for from WPP, but good for them for dipping a toe in the AI pool.

Chief Media acquires AMZ Advisors + its stake in Reach Social. This one’s exciting because we know all the parties well and were on the deal. Chief Media, a New York performance media agency, acquired AMZ Advisors, an Amazon marketplace agency, along with its stake in Reach Social, a TikTok Shop social commerce agency. We covered AMZ acquiring Reach Social on a previous episode, and now Chief came in and bought both. Both teams stay on, with clear synergies and genuine mutual belief; they’ve known and watched each other grow up in the space. Congrats to Scott Paternoster (Chief Media) and Mike Bagg (AMZ).

Hot Tip: these are DealCon OGs. This series, AMZ getting Reach Social, then Chief getting AMZ, is the product of years of relationships built at a conference that teaches agency founders and CEOs how to do M&A themselves.

See All the Deals

Several more deals happened these past couple of weeks, and those are in our subscriber-only post located here,

🎙️ Part of the Marketecture Media Network | Sponsored by Sifted Pro

🔔 Subscribe for weekly M&A coverage on In/Organic

Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

The Variable — the independent, Winston-Salem integrated shop behind work for Liquid Death, P&G and NAPA — acquired Carson+Doyle, a Gen Z / Gen Alpha…

Read more

I. The Market Update, a Bifurcated Recovery

Palazzo counted about 312 announced marketing-services and digital-media transactions in Q2. (For listeners’ benefit, Palazzo puts out one of the most comprehensive quarterly reports in the category, effectively a record of every deal in a quarter; we’ll link it.) Nobody does the equivalent for commerce, which is the other channel we watch, but Christian counted about 20 there. Call it roughly 335 transactions in Q2. Luma Partners also reported ad tech public stocks bounced about 30% in the quarter, a nice hit.

One listener rightly pushed back on a prior episode’s framing that the bid-ask spread is the whole challenge in M&A right now. His point: AI disruption risk and the ability to raise debt is another common deal blocker these days. That’s true, and it speaks more to middle-and-upper-market deals than to the lower-middle market where we travel. In the lower middle market, we’re seeing deals get done, probably the highest volume of activity in the last two years, driven by strategics. To be sure, debt is an issue, but in sub $50M deals, it tends to be bid/ask spreads.

So what about valuations? A few reference points across four categories:

• Marketing services (think B2B marketing agencies): median EV of ~8.87x EBITDA, per Palazzo.

• Scaled ad tech: ~4.9x revenue, per Luma Partners.

• Digital media and martech: a rough consensus between Palazzo and Luma around 2.2x EV.

• Digital commerce software: roughly 2x ARR on the low end up to 16.9x for the highest-growth assets, with a midpoint around 4.6x (deferring to Jamin Ball at Altimeter, whose numbers match Christian’s advisory work). As a sanity check, Shopify, the public primary comp in commerce, was trading around 9x next-twelve-months revenue at quarter close.

An important nuance on that 8.87x services median: lower-market deals trade completely differently from middle-market deals. A lower-market deal is typically below $100M in total value, but as a practical matter the volume is sub-$50M EV; you don’t really reach middle market until $250M or more. Sub-$50M EV deals tend to weigh below that 8.87x, and usually come with structure, an earn-out and various forms of consideration beyond cash. Several bankers have told us they’re simply not seeing the high multiples for sub-$75M scaled businesses that were around in the past.

Strategics are still leading: about 70% of observed Q2 deals were strategic-led (whether PE-backed or not), with roughly 30% being PE platform acquisitions. That matters because PE is experiencing the longest hold periods on record. The New York Times, citing PitchBook, recently noted something like 32,500 PE-owned companies sitting and waiting for an exit. Sponsors are struggling with exit strategy and hoping the software winter ends (the rumored Workday deal is being floated as a possible beginning of the end of the software apocalypse, but it’s too early to tell). In plain terms: the biggest checks are being written by operating companies buying capabilities they want to own, not financial buyers looking to flip.

On the commerce front specifically, it’s a low-volume market. The largest Q2 deal was PayPal acquiring Cymbio for about $200M, reportedly a 15-20x deal backed on an AI buy. The others were smaller comps: Channable/Metrion, Akeneo/Pricing Hub, Fishbowl/RepFabric. And there’s still a lot of pre-2022 SaaS stuck in “AI zombie mode.” (We covered Salsify’s exit recently, but that was a July deal, so we’ll cover that next quarter.)

II. The Star Quality Thesis

Here’s Ayelet’s POV on where the premium is actually going, because that’s what sellers keep asking: how do I command a premium right now?

What’s changed is that scaled, capable, measurable results, the things that used to automatically command a premium, are now table stakes. That’s necessary, but it’s no longer enough. The premium now attaches to distinctive work, cultural relevance, audience, IP, data, distribution, trusted relationships, a reputation that’s genuinely hard to reproduce. It’s the difference between “we could build a version of this” and “we need this specific business for a reason.” That second one is the premium. Ayelet’s calling it the star quality thesis.

The analogy is sorority recruitment. When you go through recruitment with context (say, second semester, after observing behavior for a while), you get a slideshow of every candidate, and a handful have a big star next to them, the top targets. Here’s the key: each star girl came with her own risk factors. When the room debated her, the question was never whether she had risk. It was whether the risk was manageable. And most often, the risk was the very thing that made her a star.

Businesses are the same. The “it factor” that makes a target exceptional is frequently inseparable from its risk profile, dependence on key talent, a specialist position that’s hard to institutionalize, a reputation tied to specific people. The minute you sign the LOI and head into diligence (especially sponsor-backed diligence), a dark cloud settles over the it girl, and everyone starts weighting the reasons why not.

Christian’s counterpart discipline: have a thesis drafted by the time you execute the LOI that quantifies the gains you expect over the next 12-18 months at the client-account level. Which specific accounts will you cross-sell or upsell? How does this acquisition drive revenue growth? What are your upside protections, what will you gain no matter what, and what’s your downside protection? And along the way, has the seller done anything to suggest they won’t do what they say? (Sometimes sellers pivot, stop showing up to calls, or make diligence difficult, “you’re being too hard on us.” It cuts both ways.) The cautionary tale for buyers: successful M&A means having a clear thesis on the good and the imperfect, and sticking to it, rather than going all cowboy once the dark cloud looms.

III: Our Favorite Q2 2026 Deals

Favorite: Miroma acquires Ad Results Media.

What she loved is that it didn’t feel like someone woke up and said “podcasting and creator are hot, we need one of those.” It felt specific. Ad Results Media (ARM) has been in audio for more than 25 years; they started in radio, got into podcasting very early, and evolved into creator, video, streaming, YouTube, and social as the world moved. They’re the agency layer doing the planning, buying, measurement, and relationships, with the fluency to know what’s real versus not, and a strong brand roster.

So Miroma isn’t buying “more media spend.” It’s buying a specific capability and a group of people who’ve built real credibility in a fragmented part of the market. On the buyer side, Miroma has spent years building culture around entertainment, creative, performance, and specialist media, and this gets them a much deeper US presence with real performance-media capability, while ARM taps into a broader global creative and media ecosystem. The structure reinforces the thesis: Shamrock sold control but retained a significant minority stake, and CEO Jordan Fox stays on. This is a people-driven, specialist-knowledge business, a textbook star-quality asset, where the very thing that makes it special (talent, client trust, staying ahead of channel change) is also the risk. The open question is whether the buyer can protect what made it exceptional, or turns it into a more generalist media play.

This one sparked a tangent worth its own episode: podcast agencies are an under appreciated category, especially in B2B, some with real tech capabilities. Whenever Christian raises them with buyers, the response is a shrug, “not sure why that’s special.” He thinks they’re a value buy about to get a lot more attention, and Ayelet has a whole data-backed thesis on it. Stay tuned.

Least favorite: Publicis / LiveRamp.

She gets the strategy; it’s not a dumb thesis. Publicis has been performing well, and LiveRamp is real, well-known infrastructure. But if she were in the buyer’s seat, she’d be nervous about complicating the very thing being bought. LiveRamp’s historical value is that it was a trusted, relatively neutral layer, brands, publishers, platforms, and agencies could all work through it without feeling they were feeding one particular media buyer’s machine. Sitting inside Publicis, that neutrality is hard to preserve. Both companies clearly understand the concern; they’re promising operational neutrality and an independence charter around access, privacy, and pricing. But the neutrality erosion is the big risk to the value the buyer actually realizes.

Christian’s add: the deal’s value in part reflects the concern about client-base contraction. There will be some contraction on the neutrality question, and players like ID5 in the States and Roq.ad in Europe expect to benefit from that migration. In Publicis’s defense, they’re one of the better holdco tech buyers; Epsilon has done very well with acquisitions, and their agenda is getting capabilities under their roof for their largest customers deploying billions in media, an agenda that doesn’t necessarily require retaining the entire customer base. There’s some blast-radius benefit for downstream smaller players. And recall from our Marketecture episode: this wasn’t a wildly valued deal; some feel money was left on the table and there may have been better buyers. But the ship has sailed and the deal looks like it’ll close. The upside for the ecosystem: it may create new players who scale into great acquisition candidates, or combine.

Notable Favorite: Nth Degree acquires Invent (with Shamrock).

An experiential agency Christian recalls meeting at a the Canaccord Genuity Conference in 2025; thinking any scaled agency should have this business. At the water cooler, prospective buyers dismissed it as asset-heavy, capital-intensive, “you never know if clients come back.” The data proved the opposite: they run amazing events (Amazon’s events, Google’s events, major tech and shareholder conferences), and the clients come back. He was surprised the market underrated the quality, and glad to see Shamrock and Nth Degree bring it under their roof, especially given how well experiential, media, and creative play together.

Why did buyers miss it? This is a PE-sponsored deal, and we’re back to the meta-theme of the era: sponsors are in super-long hold periods and are wary of businesses that filter like sand through their hands. Many looked at Invent as a platform, and those eyeing it as an add-on found it a touch too large and not growthy enough to underwrite at a price attractive to the exiting founders. But Shamrock is a good buyer that knows how to operate in uncertain times, and with PE distributions at their lowest level in a long while, a good buyer acting decisively makes this a credible deal. It was Ayelet’s second favorite, too.

Q2 Takeaway

It’s not “M&A is back.” It’s that the market has gotten selective, differentiated, and hard to recreate. The best assets are having a completely different quarter than the middle of the market, whether that’s a specialist audio agency or the plumbing of AI-driven commerce. In an AI world, the it factor and the trusted relationship are the scarce things, and that’s exactly where the premium is going.

As a reminder, foundational subscribers get a 30-minute advice call or virtual session with Ayelet and/or Christian on an M&A question. It’s our way of giving back to our supporters and making M&A in commerce and media better.

🎙️ Part of the Marketecture Media Network | Sponsored by Sifted Pro (sifted.eu/inorganic)

Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

A quick note before we dive in: this is a solo episode. Ayelet isn’t feeling great, so I’m flying solo for Episode 80. She’ll be back next week. Let’s get into it.

Market Update: Two Venture Rounds Worth Watching

Two venture rounds touching the commerce and agency ecosystem caught my eye.

Paper is a design platform for the agentic era, pitched as a canvas where humans and AI agents design, code, and touch data together. It’s a Figma challenger, and the customer list already includes Ramp, Vercel, and Y Combinator. They just raised a $34M round from Accel and Iconiq, bringing total funding to $38.5M.

Dimension is building what it calls the “Seller OS,” an agentic AI operating system that replaces TikTok Shop’s native seller center. It’s been running profitably for two years and has 40+ brand and agency customers. They raised $1.65M in seed, from Science Inc, Upscale X, and OpenSky.

The thing we keep getting asked by investors: ‘where is the puck going in commerce over the next three to five years?’ Look at Whatnot’s $545M raise at a $20B valuation. Thread together what’s happening in commerce and what’s happening in agency, and it’s all pointing the same direction: influencer, creator, social selling, and live commerce, all converging (this is not a novel proposition).

And if you think about the operating system required to support live and social selling at scale, you’re going to need a Rithum (fka) ChannelAdvisor, Salsify, or Syndigo type of system, one place where brands manage all of their commerce. It used to be marketplace listings and content. Now it’s media, video and a lot more. That’s why Dimension is another poof point.

The Feature Deal: Klaviyo Buys Agency AI

Klaviyo is back to doing M&A. The backstory here matters a lot. In 2010, a founder named Elias Torres hired a Harvard kid named Andrew Bialecki as one of his first engineers and taught him how startups work. Sixteen years later, the student is the boss. Bialecki, co-founder and CEO of Klaviyo, just bought Torres’ AI company, Agency (legal name literally Agency AI Inc.). And now Torres reports to him as Chief Product Officer. Bialecki basically said, “Let’s get the band back together.”

Strip back the nostalgia. Torres is a very accomplished founder with two exits, and this is a $17M asset deal. That number tells us something about the AI agent market as much as the reunion does.

For context: Klaviyo is a public company positioned as the “B2C marketing CRM platform for e-commerce brands”, now branding itself as the “autonomous B2C CRM.” Klaviyo came up when Shopify was on fire and rode that wave. Agency is a ~25-person AI startup that came out of stealth in 2024. Founders Elias Torres and Luke Van Seters built AI agents that do customer success manager work, onboarding, follow-up, notes. This is basically an acqui-hire: buy the software plus the IP and hire the team.

The Deal Structure

Announced August 4th, 2026, alongside Klaviyo’s Q2 earnings, and notably buried in the 10-Q rather than publicly announced, this is essentially a $17M cash deal, a portion of which is “contingent on certain expenses.”

Agency raised $32M. So an “up-to-$17M asset deal” means the venture investors most likely took a haircut, or they just got their cash back. There’s no mention of cash coming from Agency’s balance sheet, so given this is an asset deal (cash-free, debt-free), it’s possible the investors keep whatever cash is left over, and the $17M is consideration for the IP and the right to hire the employees. An unusual structure for a strategic AI acqusition.

Per the press release, Torres joins Klaviyo as Chief Product Officer, leading the agent products, Composer and Customer Agent. Co-founder Ed Hallen shifts to Chief Strategy Officer, and I’d surmise the CSO will play a role in future M&A. Torres’ resume is notable: he co-founded Performable (exited to HubSpot in 2011) and Drift (exited to Vista for $1.2B in 2021). And Torres originally hired and mentored Bialecki at Performable in 2010; when Klaviyo raised its first outside money in 2015, Bialecki invited Torres to angel invest, and he did. So this is a trade between very familiar parties.

The Operator’s Read

Christian runs every deal through four dimensions: strategic value, deal price, comms strategy, and PMI risk.

Strategic value. Klaviyo has been repositioning itself as the autonomous B2C CRM, and buying a proven agent team accelerates its two agents, Composer for campaigns and Customer Agent for post-sale support. The bet is that years of e-commerce data give Klaviyo’s agents an edge over pure-plays like Decagon and Sierra. It’s an open question, though: Agency was building AI agents for B2B customer success. Is that a clean graft onto a primarily B2C platform? Maybe part of the bet is that Klaviyo has some B2B chops to lean into alongside its B2C core. TBD. But on strategic value, it’s a good deal, and a reasonable bet given the familiarity with the people and the chance to double down on the agentic positioning Klaviyo is putting into the public market.

Deal price. Up to $17M in cash, an asset deal for a 25-person team that raised $32M, roughly $680K a head. That talent and IP price is very reasonable in a world where others are paying $1M or more per head. This is textbook AI acqui-hire economics: cheap for Klaviyo, good PR for the investors, probably not so much for IRR. There’s a mixed message in the broader market, some AI startups are getting massive raises and rocket-shipping, others are getting small raises and maybe can’t run as fast. I don’t know exactly what did or didn’t happen here, so I won’t surmise. But when you have an experienced founder like Torres who’s been around the block, you don’t make this kind of decision lightly. He made a tough call, have to respect the decision.

Comms strategy. They announced August 4th, the same day as Q2 results, and Klaviyo also announced a Q2 beat, $370.6M in revenue, up 26%, while the stock trades at a 52-week low. Announcing a any M&A alongside a beat generates a little extra excitement. It’s not a transformative acquisition, but transformative deals are harder and take more time. And again, there’s no corp dev leader in seat at a company that should have one, so it’s an open question whether they patch that hole.

PMI risk. Ayelet would say the risk is retention of the people, and that’s absolutely true here. Torres is familiar, but if I’m Torres, I remember that he originally said he wanted to build a $1B, 100-person company with Agency. So the one C-suite retention risk is: is this a big enough pond for this big fish?

I think retention is the real challenge. If you peel back the layers on Klaviyo (and I’ve known many people there since the Shopify days), Klaviyo has hit a couple of bumps in the road, and part of it lives in the decision-making structure, internal communications, and how people collaborate. It’s not a bad culture, it’s just a culture where the left hand isn’t always sure what the right hand is doing. That kind of organizational red tape is exactly what can turn off a lean, fast moving founder or a startup team, and that’s probably the real PMI risk in this deal.

So I’ll leave it there: good win for Klaviyo. Great value, sounds like a good team, and a smart way to punctuate their AI strategy.

Two Media Deals Worth Flagging

AMZ Advisors acquires Reach Social Commerce (announced July 27th). AMZ is an Amazon growth agency with about 500 brand customers; Reach Social is a TikTok Shop launch agency that’s driven roughly $30M in GMV across 50+ new TikTok Shop launches. This is clearly a cross-sell play, plugging Reach Social’s capabilities into AMZ’s 500 customers. CEO Mike Beggs of AMZ put it crisply: clients kept saying, “You made us win on Amazon, now help us do it on TikTok Shop.” It’s not a copy-paste, but it’s very relevant in light of Podean recently acquiring a TikTok Shop agency too. Back to the top story: this ties into the thread of social and live commerce becoming a core part of the commerce and media market.

Vusion acquires In-Store Media (also announced July 27th). France’s Vusion, a connected-store electronic shelf label tech business with about 350 retail customers, agreed to acquire Barcelona’s In-Store Media. The release was a little vague, so we did some digging: In-Store Media is an in-store retail media network with 90+ banners (in retail language, 90 brand retail store logos, think Albertsons or Safeway), with $120M in 2025 revenue. The thesis is to build a digital in-store advertising platform. CEO Thierry Gadault: “The next big digital media is the physical store.” This ties directly into the rise of retail media store networks, and it’s very much alive in Europe. No deal price announced; it’s debt-financed and pending regulatory review, so planned, not closed.

There were several other deals announced or planned this week, we have added those to a subscriber only post, here.

🎙️ Part of the Marketecture Media Network | Sponsored by Sifted Pro

🔔 Subscribe for weekly M&A coverage on In/Organic

Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

Read more

1. Our Podcast is officially part of the Marketecture Media Network. Marketecture is a new way to get smart about advertising, marketing, and now commerce.

2. Welcome to our premier sponsor, Sifted Pro (sifted.eu). It’s a fitting partner, because Europe has some genuinely great startups that make highly attractive M&A targets, and they’re not easy to find. Sifted is a strong way to identify both partners and acquisition candidates that can build out your tech layer or fill gaps in a product roadmap.

Now, to the headline, and its a bit close to the heart.

The Deal

On July 22nd, Salsify, the Boston-based product experience management platform, announced it’s being acquired by Cinven, a European PE firm with roughly $50 billion in assets under management. The deal is signed and pending closing, subject to regulatory approval.

For listeners new to the category: product experience management, in simple terms, is where a brand organizes all of its product information, images, descriptions, dimensions, ingredients, etc, and gets it clean and syndicated out to Amazon, Walmart, Whole Foods, Target, and wherever else you’re shopping for product online. SAlsify effectively defined the PXM category and is a leader in the Forrester PIM Wave.

The terms are not public, management announced the deal to hundreds of employees on Wednesday morning, and the number circulating in the employee alumni network is approximately a $1 billion all-cash deal. If that’s accurate it’s roughly a 50% haircut to Salsify’s 2022 Series F mark, when TPG and Primera invested at about $27 a share at a $2bn valuation. Depending on the deal waterfall, that could mean roughly $13-14 per share to shareholders at closing.

Moelis & Company ran the sell side, led by Xiao Zhang, a respected banker in commerce & media tech. There’s no corporate development function at Salsify, so management worked principally with Moelis.

The People Side of the Story

Christian has been close to this business since its founding, so this one is personal.

Jason Purcell, Rob Gonzalez, and Jeremy Redburn co-founded Salsify out of Endeca, a Boston enterprise software company whose alumni have produced notable SaaS companies over the years, including Toast and Jellyfish. Salsify started in a small and totally sketchy office in Chinatown in 2012, and 14 years later they’ve built a $170M+ ARR business.

Jason Purcell who is now a board member and former CEO, was intentional about building a special culture, having not had a great experience at Endeca. The hiring process at Salsify was highly curated and valued a specific kind of person that was clear, kind, showed high potential and the ability to work autonomously. It was highly symbiotic and created special bond among many that continued even after people exited the business. Christian coins it the “Salsifarian Brat Pack.” Look at some of our enterprise sales folks on LinkedIn, they have traveled to multiple companies together and created other $100M+ businesses.

The third, and most important element is the customer community. The Digital Shelf Institute (“DSI”)and its conference brand, the Digital Shelf Summit is the kind of community most B2B companies of Salsify’s scale can only dream of creating - it has done the job of making the customers and the individuals as important as their relationship with Salsify. The DSI was created on a shoestring budget very early in Salsify’s building by Rob Gonzalez along with Peter Crosby and later enhanced by Molly Schonthal who developed the Executive Forum. The DSI is now led by Lauren Livak.

The Operator’s Read

Strategic value. Cinven is a new investor in commerce, and that’s significant. The established commerce sponsors, Advent, Summit, The Jordan Company, Thomas H. Lee, Thoma Bravo, Insight, are heavily invested and arguably tapped out with big positions in Rithum, Syndigo, Bazaarvoice, and InRiver. They couldn’t make another bet here. The category needed a new, well-capitalized sponsor, and Cinven is taking that seat.

What Cinven brings, above all, is its European base. Salsify’s weakness has always been inorganic investment; they consistently erred toward “we can build it better than anyone else,”. Europe is full of M&A opportunity, and Cinven’s network plus family-office and founder relationships in the region can surface targets faster and more efficiently than a US firm could. A Europe-based PE firm gives Salsify a real inorganic edge, which is exactly what PE underwrites in a value-creation plan.

Deal price. Salsify had a chance to go public and probably could have, before market conditions and some operating paper cuts got in the way. That’s fair criticism. Still, we’re in a market with far worse SaaS outcomes, and the AI risk flags on this deal were probably not de minimis, yet they cleared. Factoring in likely significant cash on the balance sheet, the headline looks like roughly a 5x trade, in a market where 3-4x is considered top of market for and non-AI related LBO’s are the exception.

Where was SAP? The strategic who should have been at the table was SAP. Salsify’s attach rate to SAP Hybris (now a sunset product), the enterprise data engine many Salsify customers use upstream, makes the industrial logic a no-brainer, especially as SAP moves down-market into territory Salsify already spans. Christian will be mystified for a long time why SAP’s CEO wasn’t frontline here.

Syndigo probably wanted this badly as the number-one competitor, but they just paid $1.2B for 1WorldSync and are heavily levered, so financing would have taken months this process didn’t have. NIQ would have been interested but its stock has been beaten down and cash on hand would have struggled.

Post-merger Integration Risk. It’s mostly the people, and there’s good news if you’re inside Salsify: European PE firms tend to be conservative with people and don’t like to break things. CEO Piyush has done exactly the job he signed up for; he’d be hard to justify swapping. The bigger challenge is retaining a leadership team that’s put in nearly a decade of long days, some of whom are about to have a big payday. The strongest signal, per secondhand internal messaging from the all-hands: employees who haven’t exercised options will be allowed to do a cashless exercise to capture the full value of their vested equity. That is in part the work of the sellers but also the PE starting on strong, positive footing with the employee base on day one.

The Deal Architect’s Read

Ayelet’s lens is people, behaviors, and how they translate into outcomes.

The press release reads like mutual alignment, a partnership, not a takeover. In a tough market, a clean all-cash deal with the team intact and a war chest is a win shareholders should be happy about. The most interesting question is how Cinven handles the community, because community is a different asset class and a premium one in the AI era. We see a lot of marketing-services deal flow leaning into experiential for exactly this reason. But you can’t just assign the IP; the value lives in the people and the trust around it, and multiple companies have failed to transfer ownership of people-driven communities. Keeping it alive post-acquisition takes real retention effort, and that holds genuine risk.

Christian’s caution: some financial buyers run a playbook that monetizes community to its detriment, layering in membership tiers and heavy sponsorships. The Digital Shelf Summit is a revenue-producing conference, but it’s also fundamentally about building community, and over-monetizing it risks eroding the value or making it feel cheap. He’d be surprised if Cinven went that route, but it’s a risk that’s played out before.

Would a European financial buyer even value the community the same way? Christian’s answer: if he were evaluating this deal and thinking about de-risking, the community is a significant retention lever. He’s confident several basis points of GRR and NRR are positively influenced by its existence, and any investor would be remiss to leave it out of the calculus.

What It Means for the Market

The bottom line: Syndigo now has a real, capitalized rival. Salsify has a partner who will do intentional M&A, and these two are genuine competitors. That rivalry is about to move to the M&A street, with both players picking up $5-15M ARR companies to batten down their hatches and modernize credibly for the AI era. Expect commerce M&A around these two to light up as soon as this closes.

Quick Hits

Tracksuit x Hall: New Zealand brand-tracking company Tracksuit acquired Hall, a Sydney startup that measures how brands show up in AI answers like ChatGPT and Claude. They’re adding AI visibility to old-school brand tracking; the team comes along. Terms undisclosed, a small tuck-in.

Neon raises $13M Series A: Neon, building the commerce and payment stack for video game publishers, raised a $13M Series A co-led by a16z and Renegade Partners, with Crafton as a strategic investor and customer. The pitch: give publishers their own D2C store so they can bypass Apple and Google’s 30% app store tax. Everyone’s trying to route around that tax; it’s a commerce-infrastructure land grab. Neon has raised $27M to date.

Other Deals from this week:

AI Digital Acquires Barcelona Creative Agency

Havas Acquires Dutch Agency SportVibes

LADbible Buys Uncovered for £27M:A Publisher Buys Its Way Out of the Algorithm

🔔 Subscribe for weekly M&A coverage on In/Organic

Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

Backstory

This all started around July 6th, when Bloomberg reported and Reuters confirmed that Vista was making a move on Criteo at an implied valuation “50% above” its stock price at the time. There wasn’t much detail on the offer structure, just the 50% premium headline.

Originally I speculated that Vista was leaking the story to strike up discussions or push a sale process. But I had a couple of back channels this week, and both sources suggested it might have been Criteo that leaked the story, to test the market’s reaction. That’s believable, because Criteo is something of a leak engine. Past leaks about potential acquisitions that never materialized have included Microsoft, Walmart, and a rumored Criteo acquisition of Skai a couple of years ago that never happened. Criteo appears to have a comms challenge that keeps repeating itself: rumored deals that never come to fruition. Their PR team is either not empowered to address the press, or the CEO thinks silence is golden. Either way, this is a business that, absolutely needs to be taken private.

The Headline Thesis

Here it is up front: pay 2.5x revenue ex-traffic acquisition (ex “TAC”) costs for Criteo, then run an M&A play to build the agentic commerce and media OS for retail and brands.

This is counter to a “buy it cheap” thesis. Instead it’s buy decisively, then spend another $1 to $2 billion at the top converting the story from “declining retargeter with a light agentic play” into a real agentic commerce media platform, doing it during a software winter when other interesting assets can be acquired at attractive prices and structures. Note I said attractive, not cheap.

And we have a useful benchmark: the Publicis proposed acquisition of LiveRamp, which is going through process right now. They’re both ad tech, not wildly different businesses, so a side-by-side is genuinely instructive.

Criteo vs. LiveRamp: The Side-by-Side

Revenue growth. LiveRamp is growing around 9%, a re-acceleration. Criteo has been growing about 1%, though ex-TAC the rate looks a bit higher, still low single digits. LiveRamp is principally a subscription business with ~107% net retention; Criteo had been deteriorating and guided to low single digits.

But growth quality is where it gets interesting. LiveRamp’s 107% retention is real today, but everyone is already talking about the churn LiveRamp will endure once Publicis owns it. Firms competitive to Publicis will likely not stay on the LiveRamp platform if it’s owned by Publicis. That 107% is very much at risk. On the Criteo side, its largest retail media client cut managed services, roughly a $25M hit in 2025 scaling toward $75M by October 2026 (Roundel and Uber Eats stepping out). But exclude that churn and the TAC, and retail media grew +16%, against a category growing 20-30%. So it’s roughly representative of the market. Churn risk needs to be priced into any PE deal here, but side by side on growth quality and retention, I think they’re closer to equal than people assume.

Revenue type. LiveRamp is true SaaS, 76% subscription, 24% marketplace and other. Criteo is largely transactional media economics, no subscription, revenue is ad spend flowing through the platform in a space where spend is growing 15%+, with Europe as long-term upside. Ex-TAC that’s about $915M. On mix, LiveRamp is unquestionably more attractive because it’s recurring. But here’s the counterpoint: a lot of subscription models are under fire in the agentic era. As a buyer, you might argue Criteo carries less risk precisely because you already know the transactional risks you’re working through, in a climate where the market is moving to tokens, transactions, and success-based pricing. The heart of the multiple gap is Publicis paying ~3.1x for recurring subscription revenue with 107% retention that I think is at risk, while Criteo is selling media outcomes priced every quarter.

EBITDA. Case in point #1; LiveRamp’s adjusted EBITDA is ~$185M. Criteo’s adjusted EBITDA is ~$407M. Criteo is the more profitable business on comparable footing, yet it commands roughly a quarter of LiveRamp’s EBITDA multiple, ~3.5x versus the ~13x proposed for LiveRamp.

Free cash flow. Case in poing #2; LiveRamp’s free cash flow is ~$166M (20% of revenue), with $379M cash on the balance sheet. Criteo has ~$211M in free cash flow (~18% of revenue ex-TAC), $371M cash, and no long-term debt. Both are cash compounders. At the rumored $1.4B equity value, a buyer gets Criteo at roughly 7x free cash flow before any leverage.

So the more you compare these two, subscription conversation aside, the more the financials look similar. They do different things in the market, but the asset quality is comparable. Which is exactly why the Vista lowball in my view is exactly that.

Caveat: we’re not comparing apples to apples in another way, Publicis is a strategic buyer, and strategics pay up. Vista is a financial buyer and more value-oriented. But Vista is typically fine paying 10x+ EBITDA for the right software business. So there’s still a gap.

The AI option value nobody’s pricing. Criteo was the first ad tech partner in OpenAI’s ChatGPT ads pilot. In May they said AI-referred conversions were 2x search in some categories, promising, if early. They also have agentic commerce recommendation services, which is a fast evolving facet of commerce. None of that appears reflected in the offer. The real asset underneath it all: 225 retailers and 4,100 brands. I look at the value as those 4,100 brand customers you could cross-sell and those 225 retailers, and what you could do with that network once it’s private and out of the spotlight.

The Bull Case, and the Christian Math

So this is a bull case: offer $58 a share, roughly $2.9 billion in equity value. That’s 2.5x revenue (not the three-to-four I threw out last week; I’m checking myself), roughly 7.1x adjusted EBITDA, and about a 200%+ premium to the undisturbed price against a ~$1.13 billion market cap business.

I know, a ~200% premium; follow me. Criteo has had trouble getting itself unstuck. This is a deliberate payup versus a rumored ~$29 bargain bid, and a price like this is one no board can responsibly ignore. They’ll be hard pressed to run a long, drawn-out formal process with this kind of offer on the table. It’s a clean mandate to transform the business. The thesis isn’t buy cheap, it’s buy decisively.

The M&A Play: Fixing Criteo’s Biggest Gap

What’s the number one gap in Criteo’s business today? No Amazon and no Walmart, the two most material retail media players. Two ways to solve it, plus one interesting play to upsell to brands and retailers.

Skai. Acquiring Skai gets you into the omnichannel media buying platform brands and agencies use, plus search, social, and some retail networks. The kicker: Criteo and Skai already know each other from prior rumored talks. This is probably the more value-oriented deal (not cheap, but value-oriented with good structure).

Pacvue. This gets you Amazon, Walmart, and Instacart muscle, a great diversification from Criteo’s current ~225 retailers. The wrinkle is that Pacvue also owns Helium 10, which doesn’t obviously fit Criteo’s post-acquisition life, but that’s solvable through a spinout.

Digital shelf analytics. For the 225-retailer base, a digital shelf analytics platform (Shalion, eStore Brands, and others) is very fitting, addressing content, pricing, availability, share of search, and increasingly media activation and closed-loop measurement. Profitero was acquired by Publicis, so this is defensive, and it adds revenue and capability that brands and retailers need.. You could also look at the Aperiam VC portfolio Kevel or ID5.

In closing, that is my bull case, love it or not; that is the play I would run if it were my decision and capital on the line.

The Week in Deals

There were seven or eight deal announcements this week; here’s the full run, which we’re increasingly moving to the Substack because there are too many to cover on air.

Agency & Media

Podean → Social Commerce Club (announced Jul 15; closed June). Rationale: bolt on TikTok Shop expertise so client wins carry across to Amazon, Walmart and owned-site sales. Price undisclosed (confirmed by SCC’s sell-side advisor, Tower Partners). Podean is the largest independent global marketplace agency (465 people, 21 countries, $600M+ media spend), backed by Mountaingate Capital. SCC is a TikTok Shop “Platinum Partner,” founded 2024, 70 specialists (HeyDude, Hanes, Playtex). This is Podean’s 6th acquisition in 9 months.

Brand Revolution → DDMC Event Design + Alice Events (announced Jul 10). Rationale: adds large-scale event and media capability across EMEA. Price undisclosed. Brand Revolution is an Austin-based global creative agency, 200+ staff (Owala, Dell, Crocs). DDMC is a Brussels event-design shop (Paris, Strasbourg, Lisbon). Note: it’s two entities, not one.

Clario Group → Ted Miller Group (announced Jul 14). Rationale: adds tech-sector storytelling and media relationships, plus a Miami foothold. Price undisclosed. Clario Group is an NY “AI-native” strategic comms firm. TMG is a Miami boutique PR shop (~7 yrs); founder Ted Miller joins as EVP, Communications.

Geben Communication → LBR/PR (announced Jul 10). Rationale: LBR brings deep media relationships and national placements; its clients gain Geben’s social, content, paid and AI-enabled research. Price undisclosed. Geben is a Columbus, OH PR firm (founded 2009, Heather Whaling). LBR/PR is an NYC shop (11 yrs, Lauren Banyar Reich).

Meet The People → The LOOMIS Agency + iluminere (announced Jul 13). Rationale: plant a flag in Dallas and round out the full-service offer for mid-sized clients. Price undisclosed. MTP is an independent holdco (founded 2021, backed by Innovatus Capital), now 12 brands, 850+ employees. LOOMIS is a Dallas challenger-brand specialist; CEO Mike Sullivan stays. Note: two brands, not one.

Brunner → AdSkate (announced ~Jul 16). Rationale: creative intelligence now matters as much as media intelligence, AdSkate shows not just what’s performing but why. Price undisclosed. Brunner is a Pittsburgh agency (founded 1989, 150+ staff; Aerie, Mitsubishi NA). AdSkate is an AI creative analytics platform (2019, Carnegie Mellon ecosystem); brand retained, CEO Akaash Ramakrishnan becomes Brunner’s senior director-AI.

Stirista → Alesco Data (announced Jul 15). Rationale: extend Stirista’s identity-driven platform with customer-data and analytics depth, the hard part is no longer collecting data but making sense of it. Price undisclosed. Stirista is a San Antonio data-driven marketing firm (proprietary audience data + ESP + DSP); CEO Ajay Gupta. Alesco is a customer-acquisition data provider; president Paul Theriot keeps leading it.

Drake Cooper → Gigasavvy (announced Jul 14). Rationale: extends Drake Cooper’s Southern California footprint and gives Gigasavvy’s people a bigger platform, they become employee-owners. Price undisclosed. Drake Cooper is a Boise, 100% employee-owned independent; CEO Mindy Stomp. Gigasavvy is Laguna Beach, founded 2008 (HI-CHEW, Toshiba, AAA); brand being retired, OC office stays. Only real number available: Gigasavvy 2025 revenue $11.1M [OCBJ, 7/14/26], that’s a size stat, not the deal price.

Commerce

Instacart → Arpalus (announced Jul 16). Rationale: get real-time computer-vision visibility into what’s actually on store shelves, since undetected out-of-stocks drive substitutions, cancellations and lost trust. Price undisclosed (no figure in the release; SEC full-text search returns zero hits). Instacart is Maplebear (Nasdaq: CART); 2,200+ retail banners, ~100k stores. Arpalus is an Israeli-founded computer-vision shelf-intelligence co. (founded 2019, CEO Ofir Zilberberg); >95% shelf-item accuracy on a phone camera. Tech extends to Caper Carts; feeds “Store View” (piloted w/ Sprouts).

Whatnot → Shaped (announced Jul 15). Rationale: push recommendations closer to real time, because live commerce is a uniquely hard ranking problem, inventory changes by the second and intent shifts mid-show. Price undisclosed (Whatnot is private; no figure anywhere). Whatnot is a livestream shopping marketplace (2019, LA; ~900 employees; >$6B goods sold in 2025; $225M Series F co-led by DST Global + CapitalG at $11.5B [Crunchbase News, 10/28/25]). Shaped is developer-first real-time recs/search infra (YC W22; ~$9.9M raised: $1.9M seed + $8M Series A led by Madrona). Founder Tullie Murrell + ~a dozen engineers join and will lead a new Applied AI Research group, a team-plus-tech deal with acqui-hire economics, but never labeled one.

Cytronic, $13.5M seed (announced Jul 15), a funding round, adapted scope. Round: $13.5M seed, led by Slow Ventures [Axios Pro, 7/15/26]. What/why: SF robot-first fulfillment operator that runs its own automated warehouses as a direct replacement for legacy 3PLs, claiming 30-60% fulfillment cost cuts for DTC brands. It takes balance-sheet and operational risk rather than selling robots, and expects a Series A by year-end. Founders: Kevin Gibbon (CEO, third-time founder; previously Shyp and Airhouse) and Scott Moen (CTO, robotics/logistics, Airhouse alum).

🔔 Subscribe for weekly M&A coverage on In/Organic

Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

Two venture rounds worth noting this week, both at the intersection of AI, marketing, and commerce.

GeoSurge, a London-based AI company, raised a $12M seed led by Albion VC, with Play Ventures and Octopus among others. It’s data infrastructure for brand visibility inside generative AI, the AIO/GEO space that’s emerging as the successor to SEO. Not the first player here, though. In commerce, ReFiBuy raised $13M for a similar thesis. The point is that an entire new sector of AI companies is forming around one question: how do you make sure your brand is visible inside ChatGPT or Claude when someone asks for answers?

Vendelux, a New York-based firm, raised a $50M Series B from Tribeca, with HubSpot Ventures and FirstMark participating. This is AI-powered B2B event marketing intelligence. It helps companies figure out which conferences to attend by tying together where your prospects will actually be. The bet: as AI floods digital, in-person gets more valuable, but only if you know the prospect you want is going to be in the room.

That’s an interesting bet in light of Cvent paying more than $300M for Goldcast a while back. Our prediction: Vendelux gets acquired by Cvent for around half a billion dollars before they reach a Series C.

The Feature Deal: Vista Wants to Take Criteo Private

Vista Equity Partners, alongside hedge fund Quenti Capital, has proposed taking Criteo private. The board hasn’t responded publicly yet, so this is just what we know. They offered a 50%+ premium to where the stock traded before the news, roughly $28-30 a share. The stock jumped about 20% on the report to around $23, putting Criteo near a $1.2 billion market cap, which is the value of the offer net of cash.

The context that matters: Criteo had filed to re-domicile from France to Luxembourg, specifically to make a US take-private legal. That was announced in October 2025 and completes in Q3 2026. In other words, Criteo built itself an escape hatch before any of this became public.

The revenue debate worth understanding

Two credible voices on LinkedIn framed the situation differently, and the gap between them is the whole story. Chris Sheldon noted that Criteo’s retail media revenue was reported down 32% last quarter, and that PE bid a 50% premium regardless. Ken Kubec, a former operator turned banker now at FE International, countered that per Criteo’s own filings, the decline was mostly optical, driven by an accounting change plus two large clients rolling off (Target’s Roundel and Uber Eats). Strip those out, and the underlying retail media business actually grew about 24%.

That distinction is critical to understanding why a buyer would pay a 50% premium on what looks, on the surface, like a declining asset.

For context: Criteo is a Paris and New York ad tech company with a few thousand employees and a newer CEO who came in February 2025. Vista is a large enterprise software PE firm (PitchBook currently shows ~$103B AUM with ~$11B in dry powder, and a track record cited around $350B in deals over time).

The Operator’s Read

Framed through four dimensions: strategic value, deal price, comms strategy, and post-merger integration risk.

Strategic value. Borrowing Ken Kubec’s thoughts: value in ad tech is migrating off the impression, off the demand and supply side, toward two things, first-party data and the demand model on top. Criteo sits on both, with closed-loop purchase data for 235 retailers (with an asterisk) and its new self-service platform, “Go”, pitched against Google’s PMax and Meta’s Advantage+. AppLovin proves the market will pay a premium for the data and the model, together.

But here’s the question: is Criteo in the middle or at the center? Meaning, are they a genuine value-add, or a tax? Of the ~235 connections Criteo offers, only a fraction carry meaningful volume. Drawing on Christian’s ChannelAdvisor experience (which had ~1,000 marketplace connections but where only the top 10-15 drove most of the volume), Christian argues the top retailers are more of a tax that is often not fully appreciated by brands because its easy enough to built to those channels AND most brands don’t want or need all of them. The real potential value sits in the long tail. The challenge with the long tail is lower ad volume and less platform sophistication, which impairs Criteo’s ability to feed value-added data back to advertisers. That’s precisely where a strategic acquirer’s opportunity could lie: putting Criteo in a position to do more with the network it’s already built.

Deal price. Based on the numbers, this looks like roughly $400M in profit, making it about a 2x EBITDA deal. Vista’s usual problem entering software companies is paying 10-20x and needing everything to go perfectly. Here it’s a couple of turns of EBITDA on a business throwing off ~$200M in cash with fixable inefficiencies. That’s a cheap offer for the franchise. Even with Criteo’s challenges, this asset should arguably trade at three to four times EBITDA based on current market conditions, not 2x. .

Comms Strategy. It’s messy because this is a public company. Lawyers for Vista, the hedge fund, and Criteo have almost certainly been talking behind the scenes, but Vista chose to go public with the offer, likely to pressure the Criteo larger investors to push the board to the table, or possibly draw out a competitive bid that turns this into an auction where Vista or any other buyer pays a price the minimizes, but does not eliminate the risk of shareholder lawsuits. Either way, the lack of any public response so far is telling.

Post-merger integration risk. Criteo needs product oxygen and operating efficiency. But this is a French-based firm, and as we discussed with the Vibe.co deal, “operating efficiency” on large French headcounts is not easy or cheap to execute. Criteo needs not just product innovation but probably some M&A, and Vista is good at the latter, less so at doubling down on innovation. The risk: the Vista playbook isn’t an exciting story for the ~900 engineers in the business.

The Deal Architect’s Read

Ayelet took the view of incentives and the people behind the behaviors.

Start with the structure of the business: Criteo has two sides, retail media and retargeting. The market is treating the whole thing like it’s dying, but the side that actually matters is growing. Once you understand that, the incentives make sense.

What does Vista want? Something the market has mispriced that they can buy at a ‘reasonable’ price, take out of the public-market pain, and use to own an agentic commerce option. Criteo’s current AI integration with ChatGPT is real but half-baked, exactly the kind of thing a focused owner could sharpen.

What does Criteo want? Its shareholders want to stop watching the stock drop. The company is cash-rich and has weathered tough positions, but it’s been optically punished, so a good outcome in the public market was unlikely.

So the real gap isn’t between buyer and seller. It’s between what the public sees and the reality of the business. Criteo needed a new place to swim without the weights on, and whether that’s a pool or an ocean, it needed out of the current tank.

The unfair part, as Christian put it, is that a public company living quarter to quarter off investor calls often can’t do the housekeeping it needs to do. Criteo’s 52-week high was around $26 and it was swimming around $15 before the news; the pop to ~$22.76 shows there are still fishing weights hanging off the stock even amid the speculation.

The simplest way to sum it up: Criteo is an example, not the exception. As Ken Kubec put it, there’s a long list of orphaned, profitable, cash-generating software and data companies stranded below their intrinsic value because the market narrative soured. Criteo is PE target number X. DoubleVerify, PubMatic, Magnite, PE is coming for you.

This show isn’t over; we could easily see this deal get traction around the three-to-four-times range with another bidder at the table.

Quick Hits: Two Deals, Two Opposite Structures

Descartes Systems Group acquires Driven. One of Christian’s favorite acquirers, Descartes (NASDAQ/TSX) bought Driven, a Chile-based AI route optimization, last-mile delivery, and fleet telematics platform serving Latin America. The rationale: extend Descartes’ routing and last-mile capabilities into LatAm. The structure is up to $35M, $30M cash up front plus $5M in potential performance earnouts. What’s great about Descartes is they always publish the price no matter the size, which gives the market a read on how public buyers value smaller businesses. We don’t have Driven’s metrics, but it’s likely a low multiple.

Banzai acquires ConnectAndSell. Banzai, a small public martech co with about 150,000 customers (reportedly including Amazon), bought ConnectAndSell, an AI sales tool, for $13.2M, more than 3x Banzai’s market cap, roughly doubling revenue at an 86% margin. The structure is interesting: $5.5M was paid in cash; the rest was seller note and stock, so nearly 60% of the deal is paper. The seller took most of it on paper, betting on the upside rather than cashing out.

ConnectAndSell has roughly 50 employees in the US and 20 in India, and this reads like the kind of deal where both companies needed it, a “better-together” that could practically have been a merger even though it wasn’t publicized as one. It’s the exact structure we talk about constantly: when two businesses need each other about equally, you can build a deal that’s attractive to both sets of investors and founders, with the upside sitting in the combined capital appreciation.

Other Deals we did not cover on the live show:

• Miroma Group x Ad Results Media: London’s Miroma takes a controlling interest in the top US podcast/audio ad agency, buying control from PE firm Shamrock Capital (the one you keep joking about inviting on the show), which keeps a minority. Expands Miroma’s audio/podcast reach.

  • Chris Erwin did a great write up on this deal, here.

• Accenture x Mjølner Informatics: Accenture adds a Danish digital-engineering/software group, deepening its Nordic product-engineering bench. (Accenture “at it again” — cadence beat.)

• Lumine Group x Imagine Communications: a Constellation Software–style permanent-capital serial acquirer buys broadcast + AI ad-monetization tech and runs it autonomously. (This was my recommended quick hit for feature-fit — patient capital consolidating media tech.)

• FINN Partners x Honner: FINN acquires a 25-person Sydney financial & corporate communications agency, opening its Australia presence.

• Havas x MUT: Havas picks up a Barcelona experiential-marketing agency, extending its Spain/experiential capabilities.

That’s all for this week, have a great weekend!

Ayelet & Christian

Two venture rounds crossed the line this past week, and both point at the same target: replacing manual campaign labor.

JustAI, a San Francisco-based AI-native marketing platform, raised a $17M Series A led by Base10, with Y Combinator and Peak XV also participating. The pitch: coordinated AI agents run strategy, creative, and decisioning, so one marketer gets the leverage of a whole team. CEO Neha Mittal (ex-Twitter, ex-Pinterest) claims roughly 5x ARR growth in about two years. Angels include the HubSpot CTO and people from Anthropic, Chime, and Notion.

Concord, based in New York and Paris (one of several Paris startups in the media mix right now), raised a $3M seed from a16z, Drysdale, Motier, and Better Angle. Their pitch: agents turn a brief into live campaigns and pace spend across DV360, Meta, Amazon DSP, The Trade Desk, and TikTok. It’s programmatic solve-decisioning, automating what they call the execution grind.

Here’s why Concord matters. Go inside many independent agencies and you’ll find teams trying to manage programmatic across channels, which is genuinely hard because every channel is different, the measurement is different, and the incrementality is different. Of course a startup would attack this. So a flag for independent agencies and anyone vibe-coding their own tooling with AI: not so fast. These startups are coming for it. One note worth flagging, given what’s next: Arthur Querou, CEO of Vibe.co, is an investor in Concord.

The Deal: Walmart Connect Acquires Vibe.co

On June 23rd, during Cannes Lions week, Walmart Connect (Walmart’s retail media arm) agreed to acquire Vibe.co, a self-serve connected TV and streaming ad platform. Think of it as the Google Ads of streaming. The deal is agreed but not yet closed, with a target close by the end of fiscal 2027. It’s a proposed full buyout.

For scale: Walmart is a ~$900B market cap company with over 2.1 million employees and roughly $713B in projected FY26 revenue. CEO John Furner took over in February 2026. The deal sponsor was Ryan Mayward, SVP and GM of Walmart Connect.

Vibe.co was founded in 2022, headquartered in Paris and New York, led by co-founders Arthur Querou (CEO) and Franck Tetzlaff (CTO), with about 190 employees. Roughly $100M in revenue and $78.9M in total funding since 2022 (a $6.4M seed, a $22.5M Series A, and a $50M Series B in 2025 at around a $410M valuation). The Wall Street Journal reported the deal at $1.4B, roughly $1.2B in cash plus about $180M in founder retention over four years. Against the revenue, that’s roughly 12-14x.

The Operator’s Read

This is a capability add, the missing demand activation layer of Walmart’s CTV stack that they’ve been building toward for nearly two years. Vibe.co slots in and makes TV ads easier to buy and measure.

The TAM question is worth sitting with. Global CTV is estimated around $42B, with the US market expected to reach ~$38B. Those aren’t enormous numbers. CTV is the fastest-growing major format at roughly 14-28% year-over-year depending on region, but Brian Wieser and his colleague on the Madison and Wall podcast raised a real drawback: they think performance TV is largely cannibalizing local TV budgets, with local at around $20B to be captured. The implied question is whether the growth rate eventually caps out. There’s plenty to capture now, but the ceiling may be lower than the hype suggests.

Still, at ~$1.4B for a ~$100M revenue business, if Walmart holds its retention, it’s a great deal and a clean capability add. Call it a three-to-four-year purchase. The price is a rounding error for Walmart, which has billions to spend on M&A. This is capture-the-flag for the next couple of years until the next set of problems arrives, and believe me, more problems are coming.

The real risk is integration. Vibe.co is a fast-moving startup (4.5 Glassdoor rating across 47 reviews); Walmart sits around 3.4-3.6 depending on whether you’re looking at retail or tech, which is expected at that headcount. When you fold a tech company into a large corporate, things slow down, and that can drain the fire that makes the magic. Then there’s the France factor. Acquiring roughly 60 employees in Paris is genuinely harder than it sounds; this is a statement about French labor rights being wildy in favor of the employee. For example, employees have strike rights, function much like union employees, and resist change unless deeply involved. Walmart surely knows what it’s getting into, but the equity treatment for French employees ahead of closing and the broader people dynamics really matter here. The people side is what makes or breaks this deal.

On market position, Ari Paparo said it best: the winners are the likes of MNTN, Tatari, Roku, and Pinterest. The biggest loser is The Trade Desk. Walmart used to be exclusive with them. Soon, Walmart will essentially own a bidder.

The Deal Architect’s Read

Think about what they optimized for. The flex here is the number and the outcome. They didn’t just take the top of the market, they took it from the one buyer who could hand them something no other could: Walmart shoppers and their first-party purchase data. Best outcome and biggest platform for what they built, at exactly the right moment. That’s a bragging right.

Here’s the make-or-break. That reported $180M retention over four years, the golden handcuffs, isn’t a bug deal for a company Walmart’s size, but it signals where they placed the value: Walmart sees real risk if the founders walk. The catch is that even after investors take their cut of the cash, the founders are walking away set for life. $180M doesn’t hold people who don’t need it. The real risk isn’t financial, it’s human. How do you keep two founders who just won and cashed out hungry inside a massive company? Or do they check out the day it stops being fun?

SPS Commerce Sells its 3P Business (back to its founder)

A while back, SPS Commerce acquired Carbon6 for $210M. This week they carved out the 3P recovery piece of that business, Seller Investigators, and sold it for $9.5M in cash while booking a $20M loss on the sale. They didn’t say who bought it.

Carbon6 co-founder Justin Cobb claimed in a now-deleted LinkedIn post that he bought the business back from SPS. It surfaced that the LinkedIn post had been indexed by Google but scrubbed from LinkedIn, which suggests SPS is trying to save some face on selling an asset back to a founder, we guess. The strategic logic is clear, though: SPS is exiting 3P to double down on 1P, their core (they spent $206M on SupplyPike a couple of years ago, largely a 1P play). No surprise on the direction. The only real curiosity is the confidentiality around a founder buyback that everyone will eventually figure out anyway.

Quick Hits: The Summer of Add-ons

There’s been so much activity this past month that keeping quick hits to three or four feels unfair to the deals. So, a fuller run:

• Revmatics acquires DataFeedWatch from Cart.com — building a product feed engine onto Revmatics’ agentic AI. Price undisclosed; likely some cash and stock, with Cart.com taking equity in Revmatics.

• Moburst acquires Hyperzon — adding dedicated Amazon marketplace muscle to a full-funnel offering. Price undisclosed.

• The Independents takes a majority of Phantasm Group — a Paris production collective across film, commercials, and photography, to push luxury clients into entertainment and long-form storytelling.

• Samba TV acquires Bestever (AI) — pairing autonomous ad creative with Samba’s first-party data for an agentic advertising engine.

• Yes& acquires Modo Modo — an Atlanta-based B2B agency; deep in B2B branding and sales enablement, and Yes&’s third B2B buy in 18 months. B2B remains a hot category.

• Arketi Group acquires Sperling — a Boston-area digital shop, adding AI and marketing depth plus paid social and UX to an Eastern Seaboard footprint (via MediaPost).

• Martis Capital takes a majority stake in Deerfield Group — a healthcare and life sciences marketing agency, from Edgewater. Growth capital to expand capabilities for pharma tech clients. Price undisclosed, but per Axios Pro, roughly a $280M investment at ~12-14x EBITDA.

That Deerfield number points to something important for our PE and banker friends: there’s a very consistent marker for agencies, regardless of category, in the 12-14x EBITDA range. If you can break past 14x into 16-19x, you’re turning yourself into something strategic. It’ll be interesting to watch for evidence of strategic buyers paying outsized valuations for agencies with something genuinely strategic to offer. But 14x is the consistent gravity line right now. (MNTN’s numbers land similarly.)

Final Thought

Every summer gets a name. This one is add-on summer. Maybe it gets to 500 deals before Labor Day.

Chris Erwin of RockWater published a standout newsletter on the deal late on the Friday after our own breakdown, and frankly, it was just good. So we brought him on for a special edition to share his expert POV. Chris runs a sell-side practices in the creator economy, and his framing on this deal is worth a read/listen.

They Sold the Engine and Kept the Garage

Start with the structure, because most coverage gets it wrong.

A decade ago, Whalar Group founders Neil Waller and James Street made a portfolio of creator economy bets. The bet that grew fastest and largest was Whalar Agency, the brand-focused services business. That’s the piece they sold to Accenture Song. What they kept is the rest of the portfolio: the talent management business (Sixteenth), the technology operating system (Foam), a gaming studio (Umi Games), the creator campus (The Lighthouse), and more, all of it more creator-facing than brand-facing.

Chris’s framing: they sold the engine and kept the garage…

What makes this unusual is the founder outcome. Most entrepreneurs sell the big business and then have to restart from scratch. Neil and James are doing the opposite; they monetized the proven core and are continuing to build from a portfolio that already has traction, momentum, and tailwinds behind it, now enhanced by a strategic partnership with Accenture Song.

The Partnership Nobody Has Details On

The terms of that multi-year partnership weren’t disclosed, but the founders described it as material and meaningful. Chris’s read on where the value flows is that it’s mostly Accenture providing value to Whalar Group, not the other way around. His logic:

First, infrastructure and reach. Accenture has offices in roughly 120 countries. As Whalar Group expands internationally, that kind of global footprint is enormously valuable.

Second, technology and data. Accenture’s measurement, attribution, and data capabilities can be brought to bear on Whalar Group’s creator-facing businesses, letting them optimize their work and prove success in ways they couldn’t on their own.

Third, enterprise client access. Whalar Group gets a door into Accenture’s enterprise client base. As they look to build larger, more premium creator partnerships, Accenture can open those doors fast.

And fourth, capital. There may be a world where Accenture writes checks off its balance sheet to fund additional Whalar Group bets in the creator space.

One caveat: Christian added from experience: co-selling through Accenture is a very different motion than running a 200-person agency. It means a lot of meetings, a lot of pitching, and working your way into MSAs alongside Accenture MD’s, Client Leads, and their teams. There’s a lot of good that can come from it, but the selling cycle is much different than what they have known to this point - even if they have a couple proof point experiences leading up to now.

The Largest Creator Economy Deal Ever?

Neil Waller told AdWeek this was the largest creator economy transaction, implying more than $500M in total consideration. That figure wasn’t independently verified, and an outside M&A advisor pegged the agency’s enterprise value at around $225-300M. Both can be true, and understanding why requires looking at structure.

With terms undisclosed, Chris goes to market precedent and buyer precedent. From Accenture’s public filings, two things stand out. First, Accenture allocates roughly 15-20% of its balance sheet to M&A annually, and has a long track record. Second, the Droga5 deal gives a usable template; when Endeavor went public holding a roughly 49% interest in Droga5, the filings revealed a portion of consideration paid upfront and a meaningful amount paid over time, likely tied to KPIs and milestones.

Layer on the general industry precedent from the deals RockWater advises on, and a picture emerges. The creator space is fast-growing, sexy, and exciting, but it still carries a lot of unknowns, so buyers routinely put structure into deals to mitigate downside risk. What’s likely true, reconciling both Neil’s framing and the outside advisor’s estimate: a meaningful upfront payment, possibly in the hundreds of millions, plus a meaningful earnout tied to revenue or margin milestones over a multi-year term.

On earnout norms, Chris and Ayelet drew a useful line for listeners. On larger, more material deals like this one, earnouts typically run three to five years. On smaller deals, say sub-$100M EV, you’re more often looking at two to three years. There’s also a distinction worth making between an earnout period and a founder commitment period; a deal might carry a two-to-three-year earnout but a five-year employment commitment from the founder, especially where a long commercial partnership is also in play.

The Significance of Media Spend

Christians’ thesis: part of what Accenture is buying here is creator media spend. Chris agreed, and frame why.

Consulting businesses like Accenture make billions in strategy fees serving the C-suite, the CEOs and CFOs. Over the past decade or two, they realized the CMO and the marketing suite represent a major, underserved service need. They watched the agency holding companies, Publicis, WPP, and others, generate billions in fees against global media spend reaching into the hundreds of billions of dollars. So the consultancies started investing in marketing service capabilities as a major new growth driver.

Through that lens, agencies look at deals through three value drivers: more clients, more services, and increasingly, technology and first-party data.

Apply that to Whalar: Accenture Song’s enterprise clients have started doing more social and influencer marketing, often through third parties. Now they can bring those capabilities in-house as those social budgets grow. That’s value driver one.

They get access to Whalar’s client list, a mix of Fortune 500 companies and social-native, up-and-coming DTC brands that will need a more diverse set of media and marketing services as they mature. That’s a strong cross-sell opportunity, and value driver two.

And the real unlock: Whalar’s creator marketing business carries years of historical performance data. As more creator spend shifts toward performance, which is what unlocks the $100B+ media budgets everyone gets excited about, you layer Accenture’s measurement and attribution capability on top, and suddenly you can drive higher ROAS for clients. That makes the competitive offering better and unlocks far more media budget.

That, Chris and Christian argue, is the real value driver for the deal. And it’s why the materiality of the number matters; a meaningful headline price brings along with it all the other things, measurement, media planning, media strategy, media execution, that Accenture can sell in a bag. The number has to be material to make the surrounding services and tech material too.

The “Do No Harm” Integration Era

On integration, Chris made a point about how the best M&A actually gets done. This wasn’t an auction where a buyer meets a business for the first time and tries to integrate within six months. Accenture and Whalar had a prior working relationship, collaborating on client campaigns for over a year before the deal. Both sides learned what worked, what could be better, and how to grow the relationship, and both got positive signals that led to the transaction.

Accenture has bought hundreds of companies, and Accenture Song has acquired 40 agencies, so they have a strong PMI playbook. And we’re now in what we’ve been calling the “do no harm” PMI era, driven largely by how people-heavy the agency world is. Acquirers do everything they can to make it a great experience around the table, because in these businesses the value walks out the door every time a member of the team exits.

Accentures Next Acquisition

The closing question: what’s next? Chris pointed to the full stack of jobs to be done in creator marketing, everything from creator discovery to contracting, account management, affiliate, analytics, measurement, and attribution. Accenture Song will likely buy additional capabilities along that stack. They bought Superdigital last year, a creative and social media management shop, and now they have the scaled influencer and creator marketing business. More bolt-ons are likely.

But here’s the structural problem: there aren’t many large-scale independent creator marketing companies left. A lot have already been acquired. WPP rolled up Village Marketing and Goat. Publicis has been on a tear with Influential, Captiv8, and BR Media Group. So the list of remaining scaled targets is short. Chris and Christian see the same thing. The space is growing fast, and a lot of the most interesting companies are still small because there’s so much innovation happening.

Christian wonders whether Accenture Song eventually chases a few billion dollars in performance media spend, because performance media and influencer/creator pair so well, performance being lower-funnel and influencer/creator being mid-to-upper-funnel. It’s about filling the whole basket. Chris agreed the next wave is creator commerce; Accenture likely already has traditional media capabilities in TV and display, so the gap is performance media, social channels, affiliate, and the modern retail media networks capturing more and more budget. We’re already seeing early movement there, like GCP backed a company called Third that acquired Sapphire and Orca, and Chris expects a lot more deals to come in that creator marketing space.

Chris Erwin is the founder of RockWater, an advisory and research firm focused on the creator economy and media. His newsletter is a good read.

🔔 Subscribe for weekly M&A coverage on In/Organic

Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/
Web:

Our working theory, in jest: everyone held their announcements for the week before Cannes. Whatever the reason, the activity is telling us lower-middle market M&A is on fire! Here’s the full rundown, with a little insider knowledge on our headline deal of the week.

Market Update: Bluebird Group x Bertram Capital

Bluebird Group, a Minneapolis-based full-service omnichannel retail and services business that manages retail media, sales management for brands, social commerce across major retail channels announced a partnership with Bertram Capital, announced June 16th. Terms undisclosed, but we understand the trade was in the 14-15x multiple of EBITDA range.

Bertram is a San Mateo PE firm founded in 2006 with about $4B in AUM. They’re a classic buy-and-build platform investor, and they run an in-house tech team called Bertram Labs, the kind of specialized COE that lets a sponsor bring bigger guns to an operating team in support of tech innovation. Bluebird is Bertram’s fifth platform investment out of Fund V, a $1.6B control-focused 2023 vintage fund. PitchBook currently reports that fund’s IRR at 43%.

The fund size tells you something about the deal. It wasn’t a $1.6B deal, and probably not a $500M one either, that would be a large bite for this fund. A reasonable estimate is somewhere in the $400M range.

The structure is a recapitalization, with the founders rolling equity alongside Bertram. Founder and CEO Jason Kapsner cited continued expansion and enhancing Bluebird’s technology platform as the rationale. H.I.G., the Miami-based minority investor that came in during 2021 and helped with tuck-ins, is exiting via the recap. So, this is a sponsor-to-sponsor trade in commerce services.

Bluebird is a deeply relationship-driven business, a direct competitor to Harvest Group and downstream competitor to Acosta with relationships at Target, Best Buy, Costco, among other retailers. That human-relationship core makes it hard to disintermediate with AI, which is critical investor question these days and part of what makes it an attractive, defensible asset. Advisors: Canaccord (Sanjay and team) on the sell side, BrightTower (Juan Mejia) on the buy side.

The Deep Dive: Residence Acquires GateMaker

This week’s longer look is a deal Ayelet’s team advised on the sell side — and it says a lot about how agency roll-ups are being built right now.

On June 15th, Residence, a global network of creative companies based in LA and backed by Gemspring, added GateMaker, a creator and influencer marketing agency. GateMaker is LA-based, founded in 2021 by Ashton Wall and Amelia Sohu. Female-owned, female-led, and deeply embedded in the creator world long before it became fashionable, the founders previously worked with brands like Kylie Cosmetics. GateMaker’s roster is a blue-chip beauty and CPG lineup: Estée Lauder, Glossier, Milk Makeup, and Starbucks.

The stated rationale: it brings proven creator economy expertise into Residence’s network, while GateMaker keeps its brand and leadership.

Was this another creator deal, à la Accenture x Whalar Agency?

Coming on the heels of that deal, the obvious question is whether Residence already had a creator arm. They didn’t. Residence is creative at its core, design, animation, social, native creative, digital strategy, experiential, but they lacked a true creator and influencer specialty. This was a genuine capability buy.

The strategic read:

This is Residence’s second acquisition in under 5 months; they added a social agency in late January, and now GateMaker. That makes them a network of 9 agencies. Both acquisitions follow the Gemspring capital injection into Residence in June 2025. So in a single year: capital in, social agency in January, GateMaker in June.

It’s a more planned, thesis-driven version of what we’ve seen from the likes of Podean doing fast, but deliberate M&A. Residence came in with a clear thesis about what they wanted, and they’re executing it. They are now an active acquirer in this space, and we’ll see more from them.

The “anti-holdco” framing:

Some have called this model the “anti-holdco” play, founder-led independents brought in, keeping their brand and leadership, sharing back office and capital, rather than being absorbed into a monolith. Ayelet’s view is that it fits the wave of creator and social-native expertise getting consolidated right now, and that GateMaker commanded a premium precisely because paid social, influencer work, and those relationships remain very human-driven and highly necessary. As GateMaker’s founders have always said, the world hadn’t quite caught up in 2021 to how important that capability would become. Now it has.

Christian’s is skeptical of the “anti-holdco” label. What’s really happening is a cross-industry pattern. You build an agency, you pour value into the brand, and that brand means something to clients and founders alike. So acquirers increasingly favor a “do no harm” integration style; letting brands live on over a time horizon before folding them in on a timeframe. It’s fundamentally a PMI (post-merger integration) play that makes the process easier on people-heavy businesses.

Advisors: Palazzo (Eric Neihaus) and Speed M&A on the sell side, with Ayelet’s team. Residence didn’t disclose a buy-side advisor — and notably, the deal was driven heavily by Residence’s CEO Ryan, whose vision for where the world is going and how he wants to lead the network was a central part of the transaction.

The Quick Hits: Twelve More Deals

A genuinely remarkable week of activity. Rapid-fire:

Front Row Group acquires Carbon Beauty: The Amazon e-commerce accelerator deepens its bet on the beauty category and its ability to grow brands on Amazon. Second deal this year after Socium; no bankers on this deal given Carbon is about 10 people.

Mazarine Group acquires Bacchus: The luxury PR firm adds PR and client engagement capability plus access to an ultra-high-net-worth network into Mazarine’s creative and experiential group. Terms undisclosed.

Huge acquires Rotate: Making composable commerce a core capability inside Huge’s AI-native design and technology practice. No terms.

Motion Agency acquires LKHN&S: Deepens the Chicago-based independent’s B2B advertising and video capabilities. Terms undisclosed. Founder Kim Everl is now at seven acquisitions — and notably, she doesn’t run a formal M&A search process; the deals come to her, and she knows exactly what she’s doing. B2B remains a great category.

Akeneo acquires Pricing HUB: Extends Akeneo’s product cloud into AI-driven pricing, putting product data and pricing in one decision layer. Akeneo is the PIM (product information management) platform founded by the Magento alumni — long the default PIM for commerce. Most people think of PIM extensions as digital shelf analytics or feed management, so the move into pricing is a genuinely interesting expansion.

Other deals announced the last week or so:

• Mile Marker acquires Lift Agency (June 10th) NYC media agency adds a performance content and direct mail shop.

• Factual acquires Intelsio: The AI performance marketing platform adds affiliate and lead-gen capability. Factual is a serial acquirer, always on the hunt.

• Everything Branding acquires Darlington Marketing Company: San Diego PR and performance shop deep in the food, grocery, and restaurant vertical.

• 2X acquires Knownwell (June 10th) The massive B2B serial acquirer merges with an agentic AI platform in a deal valuing the combined company at $400M — the week’s only disclosed number, and a useful data point on deal size.

• Scorpion acquires 1SEO Digital (June 18th) The local business marketing platform (law firms, home services) buys a Philly digital agency from its PE owner. Terms undisclosed.

Fourteen deals in a week. One disclosed price.

That’s the lower middle market buying capability and keeping the price tag firmly in the drawer. The activity is relentless, the categories are concentrated in creator, beauty, B2B, and commerce, and the “do no harm” integration model is becoming the default for people-heavy businesses.

If you missed it, we just dropped Ayelet’s interview with Erik Huberman (Episode 71, recorded at Possible) and stay tuned, because we’re following this episode with a special edition featuring Chris Erwin of RockWater on the Accenture x Whalar deal.

🔔 Subscribe for weekly M&A coverage on In/Organic

Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/
Web:

We caught Erik at Possible 2026 for one of the most candid M&A conversations we’ve had on the show. No spin, no posturing, just the actual mechanics of how a bootstrapped agency built a 23-deal acquisition machine aimed squarely at the lower and middle market that almost everyone else has abandoned.

Here’s the full breakdown.

The Mission: Own the Market Everyone Else Abandons

Hawke Media started a little over 12 years ago with a deliberately contrarian thesis. Erik watched agency after agency get a little horsepower and credibility, then immediately go up-market, becoming opaque, expensive, and Fortune 2000-focused. He wanted to do the opposite: be the go-to agency for the lower and middle market, the growth-stage brands, the challengers.

The reasoning is partly practical and partly philosophical. Managing a business with that client base is genuinely hard, which is exactly why most agencies abandon it. But Erik’s view is that if you build the right systems and practices, you can serve that market well and become the market maker in a massive, underserved space. And there’s a human element: adding $20M to a Fortune 2000’s bottom line is a very different experience than adding $20M to a family-owned business’s bottom line. One of those is a lot more fun.

Hawke is now about 220 people, with 23 agency acquisitions and a venture fund that’s invested in over 100 companies. They also built an internal AI tool, HawkAI, that started as a decade-long predictive analytics project and evolved into an operational advantage for the team. (The lesson there: when they tried to take the analytics tool to market, they found that the same problem that created Hawke in the first place — most marketers don’t know what to do with data meant the tool confused customers more than it helped. So they made it internal. Now a full-time team builds tools and software to make the Hawke team more efficient.)

10 Deals in One Year — On Purpose

The acquisition cadence tells a story. First deal in 2016. Roughly one a year for a long stretch. Then 4 in 2023, 10 in 2024, 2 in 2025, and a projected 5-10 this year.

The 10-in-a-year spike was intentional. Erik wanted to break the whole system to find out exactly what needed to change at volume. It caused a lot of pain, but it taught him integration in a way nothing else could, and it let him build a repeatable system on the other side.

The pullback to 2 deals the following year came from a mistake worth understanding. After the 10 deals, Erik over-corrected. Trying to protect against everything that had gone wrong, he over-complicated the process adding aggressive clauses that pushed risk off Hawke and onto sellers. If the acquired business declined, the founder lost their entire earnout. If anything went wrong, it was on the seller.

Then a friend who’d built a massive, successful roll-up of doctors’ offices gave him a piece of advice that reframed everything: “If you had all 10 of those deals again, would you do them all again?” Erik said yes, all of them. The friend’s response: “So what’s the fucking problem?”

Simple, good advice. Erik went back toward the old, simpler terms, put some of the risk back on Hawke’s own plate, and immediately signed two deals. The team had also burned out after the 10, so a combination of factors slowed the pace. But the structural lesson stuck: complexity was solving a problem that better communication and faster diligence response could solve without contractually punishing sellers.

The Deal Structure: Guarantee Profit, Take No Cash Off the Table, Make Founders Grow

Here’s how a Hawke deal actually works.

Hawke guarantees the founder’s profitability going forward. No cash up front. They bring the founder in, and over 3-6 months they take everything off the founder’s plate that bogs them down — HR, accounting, legal, client services, operations. The founder’s sole job becomes growth.

Then Erik asks the founder a direct question: if I take all of that off your plate and guarantee your profit, can you grow your business? Almost everyone says yes. And that’s the whole deal, because of how it’s structured, if Hawke buys the business and the founder doesn’t grow it, the founder keeps all the profit and Hawke gains nothing. The incentives are fully aligned: if you grow, you win and Hawke wins. If you don’t, there was no point in doing the deal at all.

That’s why the core diligence question isn’t really financial. It’s: do you actually want to grow this? Because if the answer is no, the deal is a time sink for Hawke with no upside.

The “no cash up front” piece is also a filter. Erik says it explicitly, right at the start of every conversation. Some people can’t get past the ego attached to a big upfront check, and those are exactly the people Erik doesn’t want. When a seller is adamant about cash up front, his read is: why are you trying to run so fast? What do you know about this business that I don’t? Given how quick Hawke’s diligence is, a seller desperate for cash even at a worse two-year outcome is often signaling a problem.

Who This Works For and Who It Doesn’t

The deal structure self-selects.

It doesn’t work for the founder two years into a $1M-revenue agency who’s convinced they’ll be a billionaire by next year. Those founders need time and a dose of reality before a deal like this makes sense, and sometimes that reality arrives by year four, not year twenty.

It does work for a wide range in between: founders who’ve been at it long enough to know growth isn’t infinite, founders who are exhausted by the back-office work and want a partner, and even 30-year veterans who are “kind of done” but don’t want to simply shut the business down. Hawke can structure something for them that beats the alternative.

And the alternative matters. Erik was direct about it: there are a lot of predatory buyers for small agencies and not many high-integrity ones. His pitch rests on a track record; when a seller asks “what happens if you buy my business and shut it down?”, Erik can say they’ve done this 23 times and it hasn’t happened. He doesn’t have to speak hypothetically anymore.

One honest aside that shows the integrity of the framing: Erik tried to buy an agency at $3M revenue in 2020, days before COVID. Three years later that agency was at $20M. If he were them, he says, he’s glad they didn’t sell. They stayed friends. If you genuinely think you’re going from $3M to $20M in three years and you can do it yourself, you probably shouldn’t sell — unless the emotional weight of running everything is what you’re trying to escape.

Speed, Simplicity, and Why Complexity Is a Red Flag

Hawke gets to a term sheet fast - three days. Give them the financials, confirm the profitability, check that nothing’s crazy (gross margins, etc.), and they issue a non-binding term sheet. They don’t like to re-trade; Erik calls the retrade game nonsense. As long as what the seller showed holds up in diligence — and it usually does, because these aren’t complicated businesses — the offer stands. Roughly a month and a half of diligence, a couple weeks to paper the contract, then integration. Two months, start to finish.

The deeper point Erik made is about simplicity as a principle. He’s currently working on a complicated partnership structure with a much larger agency (not an acquisition — a commercial partnership). He built an elaborate framework to try to win it. The other side came back and just said: rev share. His reaction was essentially, why didn’t I think of that? The lesson: when you talk to even the savviest corp dev people, if you can simplify it, you should — because complications usually benefit whoever’s being tricky. Hawke isn’t trying to be tricky, so they keep it straightforward.

Why Not Go Enterprise?

Erik has had plenty of conversations with PE’s, Mountaingate among them, whom he speaks highly of. But the consistent ask is the same: go enterprise, go up-market. And that’s precisely what Erik believes is the wrong long-term move. Mountaingate’s playbook works brilliantly for Mountain Gate, and they’d never buy a $2-4M revenue agency, it’ll never even be on their radar. Hawke’s whole thesis lives in that abandoned space.

He’s also clear-eyed about why this is hard to copy. A third of Hawke’s deals go great, a third go okay, and a third don’t go well. Because Hawke guarantees profit, the day an acquired agency does a dollar less than the day before, Hawke is losing money on it and has to absorb that against existing EBITDA, with no PE balance sheet behind them. A small agency that thinks “I’ll just go buy my competitor like Erik does” is taking on all of those problems plus the distraction it creates for their core team. Acquisition isn’t for everyone. You have to build the infrastructure for it first.

Integrity as a Business Model

What stood out most in this conversation is how much Hawke’s structure forces integrity rather than just hoping for it. Because Hawke doesn’t benefit until after a deal goes well, there’s no incentive to oversell or pull one over. Erik over-discloses on purpose. On a current deal, the founder kept asking if certain questions were okay to ask, and Erik’s response was: ask me what I had for breakfast, ask me why I do this — everything’s on the table, because I want you crystal clear on what you’re signing up for. The failure mode in M&A is the post-close “wait, I thought it was this” and radical transparency upfront is how Hawke avoids it.

The two things Erik says matter to him in work: work ethic and integrity. The deal structure happens to reward both.

What’s Next

The vision is to be the dominant force in lower and middle market marketing. Erik describes the M&A strategy as almost a reverse-franchise model, it lets Hawke acquire incredible founders and talent across the country and proliferate the brand in a way that’s sustainable without raising mountains of debt or capital.

On whether he’d ever sell: not really what he’s looking for. He’s 39, loves what he does, and doesn’t see himself bowing out anytime soon. But he was honest that he might one day bring on a PE partner to scale faster, specifically because of the working-capital and balance-sheet constraints of guaranteeing profit on bigger deals. The catch is that it would have to be a very specific, venture-minded PE fund, not a traditional buyout shop, because what Hawke is doing is genuinely unproven at the 3-5x-in-3-5-years scale most funds underwrite to. He actually had a meeting with exactly that kind of fund the same day as this recording; a partner he’s known for three years who told him, in effect, “your business is complicated to underwrite, but I’d bet on you, and we’ll figure it out together.”

Erik’s favorite line about deals like that: the day before a deal closes, you have a 50% chance of closing; so every day before that, it’s less likely. And he’s not even at the starting line yet.

He also offered the most relatable framing of the entrepreneurial condition we’ve heard in a while. He and his wife a lead at a big PE fund joke about the “Mexican taco stand”: they’re financially secure enough to shut everything down, move to their place in Mexico, live off the land, and let the kids run on the beach. That’s a real option. But, in his words, “I have a mental illness and I’m stuck.”

Erik Huberman is the founder of Hawke Media. Hawke has completed 23 agency acquisitions and operates a venture fund with investments in 100+ companies.

The headlines are calling it the largest creator economy transaction ever. The truth is more specific and more interesting than the headline, and the structure of the deal tells you far more than the disputed price tag does.

What Was Actually Bought

This is the detail most coverage gets wrong: Accenture didn’t buy Whalar Group. It bought the Whalar Agency.

Whalar Group, founded in 2016 by Neil Waller and James Street, is a six-company ecosystem. What Accenture acquired is the agency at the center of it — the services business, the roughly 170-person team, and the $600M+ in cumulative managed creator campaigns. Co-led by co-CEOs Emma Harman and Jo Cronk, the agency operates across 40+ countries and 15 languages, with clients including the NFL, Uber, and IKEA. It was named AdAge’s 2025 Social/Influencer Agency of the Year and AdWeek’s 2025 Social/Creator Agency of the Year.

What the founders kept is everything else: 250+ people across Sixteenth (talent management), Foam (talent software), Moby Ventures (venture studio), The Lighthouse (creator campus), The Business of Creativity (education), and Umi Games (gaming studio). A three-year strategic partnership links the two going forward.

So a holdco-like company sold its proven, cash-generating core to a buyer that can scale it globally, kept the businesses that are still maturing, and held onto a commercial bridge back into Accenture’s enterprise client base. As Chris Erwin of RockWater has framed it, “the significance here for the buyer is less the price than what Accenture can now do with the agency inside its enterprise client relationships.”

The “Largest Creator Economy Deal Ever” Claim Needs an Asterisk

No terms were disclosed, so the price comes down to which reference point you trust.

Neil Waller’s framing: He told AdWeek this is the largest creator economy transaction to date. Taken at his word, total consideration clears the roughly $500M Publicis reportedly paid for Influential in 2024. That’s the company’s own high anchor.

The 2025 valuation, heavily caveated: Whalar Group’s 2025 round was reported at a $400M valuation — but it sold no more than 1% each to Marc Benioff, Shopify, and Neal Moritz. That reads as marquee-investor pile on, not a valuation-setting raise.

The third-party estimate: An M&A advisor cited by Business Insider put the agency’s enterprise value at $225M to $300M, based on public scale, headcount, and funding, which would sit below the “largest transaction” framing.

We think the math problem is real. The agency is ~170 FTEs. Even at a generous $40M net revenue and 30% margins, that’s roughly $12M EBITDA. A $500M price on $12M EBITDA is over 40x; a multiple nobody pays for an agency, however strategic. So either it’s not the biggest deal ever, or the headline number isn’t a clean check. The structure almost certainly explains the gap.

What the Structure Probably Looks Like

This is where buyer precedent matters, and Accenture is unusually transparent about how it operates.

Accenture’s stated capital-allocation policy is to invest 20-25% of operating cash flow into acquisitions annually. It has averaged over $2B a year for the past five years and earmarked $3B for fiscal 2026. Critically, it funds deals from operating cash flow, not stock, not debt, and its corp dev team treats integration and talent retention as the entire point. In an agency, where the value walks out the door every night, retention is the deal.

The closest precedent is Droga5, Accenture’s largest agency acquisition before this. Terms were never disclosed there either, but Endeavor’s IPO filings let the market reverse-engineer them: an implied headline around $475M, with cash paid at close coming in lower and part tied to future performance, and leadership staying to run it.

Apply that template to Whalar: Accenture most likely paid cash from operating cash flow, with a meaningful slice structured as multi-year retention or earn-in for the ~170 people and the co-CEOs staying to lead. Read that way, the $500M+ Waller points to is total consideration realized over several years, while cash at close sits below it. That’s how a lower outside estimate and a “largest transaction” headline can both be true.

At any of these ranges, the deal is under 1% of Accenture’s revenue and market cap — not material enough to require SEC disclosure. So the figure stays private unless one side chooses to share it.

The Thesis We Called With Superdigital: Consultancies Are the Aggressive Buyers in Social

When Accenture Song bought Superdigital, we argued the consultancies would push hard into creator and social because the economics pull them there. Whalar is that same thesis, an order of magnitude bigger. Song’s record now runs Unlimited (2024), Superdigital (2025), and Whalar (2026) and Whalar dwarfs the first two.

Chris Erwin of RockWater has made a parallel argument about why the stack has flipped, and it’s worth laying out because it explains the entire buyer dynamic. For decades the work was stacked: consultants set strategy at the top, agencies executed in the middle, tech and data sat at the bottom. AI and data inverted that stack, they now drive the strategy, not just the delivery. So the firms that own the data-and-AI layer are pushing down into the execution work agencies used to own, chasing a slice of a $500B+ marketing-services market.

The two business models explain why a consultancy can outbid a holding company. A traditional agency gets paid by the hour, and most of its revenue goes to people, leaving little to reinvest in technology. A consultancy gets paid for results, sells the whole transformation, and can pour money into data and AI. When a consultancy buys a creator agency, it can run that agency’s work through its own AI and data tools and sell it into much larger enterprise clients, so the business earns more inside Accenture than it ever could standalone. That extra earning power lets the consultancy bid higher and lead with more cash.

The IAB projects US creator-economy ad spend near $43.9B in 2026. That’s the TAM the consultancies intend to capture. The takeaway, as Erwin frames it: the buyer pool for creator marketing now includes the most cash-rich acquirers in professional services.

The Land Grab Is Nearly Over and the Next Wave Looks Smaller

The pattern is clear. WPP bought Goat and Obviously in 2023. Havas bought Wilderness in 2024. Publicis bought Influential in 2024 and Captiv8 in 2025. Now Accenture has the Whalar Agency. RockWater reads those early holdco deals as carrying a cost-of-entry premium buyers paying up to get into creator marketing at all, not just for the specific business in front of them. That land grab for baseline capability is now largely done.

What remains at scale skews toward AI-native infrastructure. Erwin points to Agentio, which raised a $40M Series B led by Forerunner at a $340M valuation, as the model — and notes that commerce and tooling players including ShopMy (which raised $70M at a $1.5B valuation), LTK, Later, Grin, and Aspire remain independent. RockWater’s durable argument: the lasting value in this market sits in owning infrastructure and access, not just service revenue.

From here, the deals get smaller and more specific capability tuck-ins rather than platform purchases. Three areas worth watching, all consistent with where the value is migrating: measurement and attribution (as creator spend moves from experimental to core media budgets, proving ROI against every other channel becomes the prize); the commerce and retail-media plumbing that connects creator content to actual sales; and AI-native ad infrastructure like Agentio.

The platform-scale agencies have largely been bought, so the marginal deal now adds a capability rather than a footprint. That doesn’t mean premiums disappear — it means they get selective. With the category established, the premium attaches to quality and scarcity rather than access. Whalar, at a reported category-record price, is the proof that proven, top-tier agencies still command real appetite. But the next wave is a longer list of smaller, sharper capability deals. Transaction volume stays healthy; average deal size comes down.

The More Interesting Question: What Was Whalar Group Built to Do?

Look at what Waller and Street assembled: an agency at the center, surrounded by a creator campus, software, a talent firm, a venture studio, an education business, and a gaming studio. When RockWater covered the Business of Creativity launch last year, Erwin questioned whether that breadth was too much to run well. This deal puts the question in a different light.

Whalar’s own framing explains the logic. The agency is where the company started, built to work with creators, but with the brand as the primary client. The rest of Whalar Group runs the other way: creators and their teams are the primary stakeholders, and brands come to them. Seen that way, selling the agency isn’t selling the company. It’s parting with the one piece built around the brand and keeping the businesses built around the creator.

Read against that, the wider group looks less like sprawl and more like a deliberate base to keep building from. It supports a few non-exclusive interpretations: a set of bets (build several creator-first businesses, invest behind the ones that compound), a halo (an ecosystem that lifted the agency’s brand and valuation story), and optionality (monetize the proven core at a strong price while keeping a portfolio to build on next).

The optionality point is the one most founders would envy. Waller and Street sold the agency without having to start over. They kept a running, six-company platform and can build their next act from the creator side of the ecosystem rather than from a blank page.

One Founder Lesson Worth Underlining

The deal was inbound from Accenture Song, following work together on a mutual global client. That’s not incidental — it’s the whole story of how the best M&A gets done. The relationship existed before the transaction did. For founders thinking about an eventual exit, the lesson is the same one we keep returning to: the best deals come from relationships built years before anyone signs anything.

And the drum we’ll keep beating: structure is more important than headline enterprise value. The headline is the gossip that makes the news. What matters to the people actually in the deal is how it’s built — cash at close, earnout, retention, what’s tied to performance. When this one closes, likely before year-end, we may finally learn how much of the “largest creator economy deal ever” was cash and how much was the multi-year structure underneath it.

With analysis informed by Chris Erwin of RockWater, whose breakdowns of the Superdigital, Captiv8, Business of Creativity, and Agentio deals shaped strategic framing here.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals.

We caught Kevin on the In/Organic Podcast Live on Friday June 5th, days after Interluxe Group, the luxury marketing platform backed by Mountaingate announced it had acquired adMixt. He joined us fresh off Monday’s announcement for a candid conversation about how the deal came together, why a buyer with no overlapping capability turned out to be the better home, and how deal structures have shifted between his 2020 exit and now.

Background

Kevin’s path is a useful one for anyone early in their career. He started as a search intern at iProspect, founded an agency called Metric Digital around 2015, and sold it to Wpromote in 2020. He stayed on for about nine months post-acquisition, took some genuinely restorative time off, then consulted for private equity firms, brands on the growth side, and agencies on more or less everything before stepping in as CEO of adMixt just under two years ago.

That last move is worth flagging. Coming in as a CEO of a 12-13 year old company is a very different experience from founding and running your own. adMixt wasn’t his to build from scratch. It was his to reposition.

What adMixt Does

Kevin’s own one-liner: “We get people to buy things and sign up for stuff on the internet.” Paid media across Meta, Google, YouTube, TikTok, plus Reddit, Pinterest, Snap, AppLovin, and more, with post-production as an additional offering.

But the differentiator is structural. adMixt doesn’t use the ad platforms’ native tools to buy and optimize media. They do it through software they built themselves. That makes them more of a tech-enabled agency than a traditional one and made adMixt a genuinely different experience for Kevin, who’d run the same scope at Metric Digital without any proprietary technology. Same job, fundamentally different way of doing it, and in his view, a better one.

Who Is Interluxe Group?

Kevin’s honest admission: six months ago, he’d never heard of Interluxe. But he knew their brands it’s hard not to know Four Seasons or Ferrari. Interluxe operates across three buckets: experiential marketing (in-real-life events), media (they own properties including Kingdom Golf, Remodelista, and Gardenista), and strategic communications/PR.

What they didn’t have was any meaningful history running paid media. Which is precisely the point. adMixt isn’t a redundancy inside Interluxe — it’s an entirely new service line.

How the Deal Came Together

The deal started with a text. Kevin is friends with Nii Henney, co-founder of CPC Strategy, which sold to Elite SEM (now Tenuity) back when Mountain Gate backed it. Nii sits on several Mountain Gate boards and made the original introduction — a simple “I want to intro you to Mountain Gate and Interluxe.” Kevin pulled them up, didn’t recognize the name, but recognized the brands.

From there, Mountaingate and Interluxe worked hand-in-hand throughout — Nick, the CEO at Interluxe Group, and Brandon Hall from Mountaingate were on essentially every call together. And when Kevin did his “reverse due diligence” — asking people in his network who’d worked with Mountaingate — the feedback was uniformly positive. That mattered. It built a level of trust going in that meaningfully helped the deal, because Kevin didn’t have to worry about who he was getting into business with.

The process that wasn’t a process: adMixt didn’t run a formal auction. Because of Kevin’s history with Metric Digital, he already knew bankers and the strategic-side M&A people. When he joined adMixt, several of them reached out asking what he was up to. His answer: someday we might sell this. So he kept them updated quarterly — and every quarter, the email got a little better. Eventually adMixt hit the inflection point where a serious conversation made sense. That was the not-quite-two-year arc.

The banker came from the buyer: In a nice twist, when it became clear who was seriously interested, Kevin asked the buyer who they preferred to work with. The answer: Palazzo. They’d done multiple deals together, knew Eric Neihaus there too. So Kevin’s sell-side advisor recommendation came from the acquirer, a reflection of how relationship-driven and un-adversarial this particular deal was.

Why Interluxe?

Kevin was clear that other buyers could have produced a good outcome. But Interluxe was the more interesting one, specifically because they didn’t already offer his service line.

Compare it to Wpromote, which already did heavy paid social and search with much bigger teams. Joining an organization that already does what you do means meeting an existing team, mapping titles, and integrating into established structures. Kevin would do the Wpromote deal again and still talks to those people,but inherently more complicated.

At Interluxe, there’s no title mapping. His team keeps their titles going in. No email handle changes. The integration is a deliberate slow roll, with the bigger structural questions pushed out to maybe 2027. Both Mountain Gate and Nick at Interluxe were explicit from the start: we don’t want to fix you. There’s nothing to fix. We want to support you and keep you growing.

There’s an immediate upside too — adMixt can integrate with Interluxe’s owned media properties more or less right away, which changes how they run strategy for the brands they serve.

Deal Structure: What’s Changed Since 2020

Kevin couldn’t get into the specifics of his own deal and was careful to note he’s not a lawyer but he offered genuinely useful color on how agency deal structures have evolved between 2020 and 2026.

A law change around 2022 altered how rollover and cash can be treated, which affects how certain aspects of the payout get structured. Mechanisms like equity loans have become more popular than they were in 2020. There’s variation in how phantom equity converts to real equity, and how real equity is treated moving from the existing entity to the new one. And the legal steps to the waterfall differ depending on whether a deal is an asset purchase (as his Metric Digital exit was), a stock purchase, or — as Ayelet noted a membership interest purchase.

Ayelet’s practical guidance for agency owners: you don’t need to know every legal mechanic going in. Get educated on the basics, then lean on your legal team and tax specialists to handle the restructuring once you’re in the deal how the rollover gets treated, how it moves up, and so on. That’s what they’re there for.

Why the Multiple Lies

The most quotable insight of the conversation, and the one worth internalizing if you’re an agency owner:

People always want to know the multiple. Kevin’s view, after two exits: it’s a quick way to get to an answer, but the reality is that two deals can carry the same headline number and be structured completely differently. The cash, the equity, the rollover, the kickers, the bonuses — all of it varies wildly.

So now, when a friend tells Kevin they sold a company, he doesn’t ask about the multiple. He asks: was it good or bad? That cuts to the chase and gives him far more useful information.

It’s the same point Ayelet makes constantly on this show: ask about the structure of the deal, not the headline EV. Companies are often incented to publish a lower headline number even when there are significant kickers and bonuses that don’t get priced into the announced value. The headline is marketing. The structure is the truth.

Credit Where It’s Due

Kevin was quick to direct the credit to Zach Greenberger, adMixt’s founder, who built the company from scratch over roughly 13 years and is now CTO. An engineer who genuinely doesn’t seek the limelight, Zach built what Kevin described as one of the main reasons he took the job: a company that did good work with low churn and a strong operational foundation. The problem to solve wasn’t quality it was positioning and communicating what adMixt does and to whom. A far easier problem than fixing bad work.

Kevin Simonson is President of Performance Marketing at Interluxe Group, following its acquisition of adMixt. He previously founded Metric Digital (acquired by Wpromote in 2020).

Two bullish calls landed within a week of each other. Goldman is projecting pure M&A volume hitting $3.8 trillion in 2026, topping both the 2025 and 2021 peaks. EY Parthenon’s deal barometer is forecasting 8% growth in US M&A deal volume for transactions over $100M.

The framing that matters most: M&A cycles run six to seven years, and Goldman’s view is that we’re in year four. Momentum like this is very hard to interrupt. This is the exact dynamic we’ve been discussing for months, where some of the published data has been trailing what we’re actually seeing in the market in real time.

The split inside the number is the real story. Corporate M&A volume is projected up 11% this year and already surged 22% year-over-year in Q1. The flat-to-down growth that other reports have flagged is concentrated entirely in PE deal volume, which is dropping. Strategics are the ones out in the market right now.

There’s a reason for it. Goldman notes that PE distributions are near a 16-year low, which means LP payouts are the smallest they’ve been in a long time given the state of PE-backed portfolios. That makes financial buyers tepid. Corporates see this and are pouncing.

Goldman calls it “the tyranny of terminal value” — buyers can no longer milk their way to success through financial engineering. They have to buy terminal value. EY’s CEO survey backs it up: 65% of US CEOs are pursuing M&A for technology, talent, and operating capabilities, and 73% say geopolitical and economic cross-currents are reshaping their growth strategy this year.

As EY’s Mitch Berlin put it: disruption is not a reason to pause. It’s a catalyst to act.

The Deep Dive: Sprinklr Acquires ViralMoment

On Thursday, May 28th, Sprinklr, the publicly traded customer experience management platform announced it had acquired the assets of ViralMoment, an AI-powered social video intelligence and analytics company. Terms weren’t disclosed.

The stated rationale: the acquisition strengthens Sprinklr’s leadership in “modern multimodal customer intelligence,” extending the platform’s ability to analyze video, images, and audio—not just text.

The translation: a public company that hasn’t made an acquisition in nearly five years just restarted M&A. And what it chose to buy first tells you exactly where the market is heading.

The gap it fills: Social engagement has moved decisively to short-form video — TikTok, Reels, Shorts. But the social listening and voice-of-customer tooling that brands run is still overwhelmingly text-based: comments, reviews, mentions. If your brand blows up in a reaction series or an unboxing video, a text-only stack misses it entirely or catches a fraction of it. ViralMoment built video-native AI that analyzes content frame by frame visuals, audio, on-screen text ,and turns it into structured customer intelligence.

The seller: ViralMoment was founded by Chelsea Hall, a Carnegie Mellon alum who raised a seed round in early 2024 led by Supernode Global, with Techstars and Carnegie Mellon itself participating. Industry coverage had the product working with major agency holdcos and entertainment brands. Real technology, real customers, smaller company.

The context that matters: Sprinklr reported Q1 earnings this week; revenue of roughly $219M, up about 7%, but full-year guidance down 1%. This is the new world order for software. CEO Roy Reed has been explicit that this is a transition year and a multi-year turnaround, with margins and free cash flow prioritized first and growth acceleration targeted for the next fiscal year. Management said ViralMoment was paid for with cash on hand and is already baked into guidance.

That’s not a company swinging big. It’s a company choosing to buy the capability rather than build it, at a price that doesn’t meaningfully move the balance sheet.

Everyone will write this up as Sprinklr finally fixing its video listening loop. That’s the small story. The real story is the price tag nobody is saying out loud: this was an asset deal for a seed-stage company that raised about $2.5M. The platforms have figured out they don’t have to buy AI companies anymore. They can wait and acquire the capability — the talent and the piecemeal tech — from early-stage AI companies on asset-deal terms.

A note for anyone who corporate development: Sprinklr is actively hiring for an M&A role right now. It’s titled Senior Director of M&A,with no Head of M&A above it. Christian’s editorial: a perfect example of a large public company deciding it needs to do M&A but not wanting to pay for a VP or SVP, so it hires at the Senior Director level and asks them to do all the same work.

The Tale of Two Cities: Asana Acquires StackAI

Here’s the other side of the coin, and it’s the most instructive comparison of the week.

StackAI raised approximately $16.5M and its last round was posted at a $75M valuation. Asana paid $75M.

Where ViralMoment was an asset deal for a seed-stage company, StackAI is the opposite: the right tech, the right team, the right investor at the table — and instead of an asset sale, the acquisition cleared the preference stack at the last round’s valuation. Both are AI capability acquisitions. One was bought for almost nothing on asset terms. One cleared $75M. Same category of trade, two completely different outcomes.

This is the tale of two cities in AI M&A. At the top, the 1% of AI startups with real clients, strong fundraising, and a herd of funders chasing them are getting bought for 20x cash raised, or 10x ARR. Everyone else, not because they aren’t smart people, not because they didn’t try hard, but because luck didn’t break their way is getting acquired in quiet tuck-in and asset deals.

StackAI is an MIT startup, co-founded by Bernardo Aceituno and Antoni Rosinol. Announced May 28th, the same day as Asana’s earnings. The strategic logic: StackAI is a no-code platform for building and governing AI agents that read and write across outside enterprise systems Salesforce, Oracle, AWS giving Asana’s AI teammates the execution layer to run workflows end-to-end, beyond Asana itself.

Quick Hit: Peer39 Acquires Adloox

On Tuesday, June 2nd, Peer39, the contextual data platform, acquired ad verification company Adloox from Scope3. The rationale: Adloox brings MRC-accredited verification and measurement inside the walled gardens of Google and Meta, where Peer39 hasn’t historically played. It positions them against DoubleVerify and IAS. Terms weren’t disclosed, and the deal is already closed. CEO is Mario Diaz.

Same trade, different vertical: buy the capability you don’t have rather than build it.

Quick Hit: Interluxe Group Acquires adMixt

On June 1st, Interluxe Group, the luxury marketing platform backed by Mountaingate, acquired adMixt, a performance marketing agency founded in 2012 that runs paid search, paid social, and performance creative for premium lifestyle and luxury brands. The rationale: it bolts measurable performance-side firepower into Interluxe’s brand, experiential, and first-party luxury audience data business. Terms weren’t disclosed.

This is the agency-world version of the exact same logic and we were lucky enough to have adMixt’s outgoing CEO Kevin Simonson join us for an after-show to break the whole deal down in detail. Worth the listen.

The Thread Tying It All Together

Four deals on one episode. One disclosed price.

Sprinklr bought multimodal listening. Asana bought agent execution. Peer39 bought walled garden measurement. Interluxe bought performance firepower. Different categories, different verticals, different price points — but every one of them was about buying a capability, priced quietly if at all.

Build is losing to buy. That’s where the market is going, and the macro data ($3.8 trillion in projected M&A, corporate buyers surging while PE stays tepid) only reinforces it. Goldman calls M&A contagious. This week was proof of concept.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals. Deal Review Fridays live every week on LinkedIn and YouTube.

One scaled agency, NewEngen, led. by Justin Hayashi got it and leaned in, stepping up on deal terms and eventually closing the acquisition in February. Three months later, Grapevine.ai founder Caroline Levere has beaten her aggressive forecast. The short-form video and micro-influencer tailwinds Justin saw in Zuckerberg’s quarterly earnings calls and tracked in real time during diligence were playing out exactly as predicted.

We sat down with Justin at Possible 2026 in the Unplugged Collective pavilion for a conversation about what makes NewEngen different from its peers, how they think about M&A, and what they’re looking for next acqusition.

The Origin Story We Did Not Expect

NewEngen started in 2016 with a thesis that had nothing to do with being an agency.

Justin came out of Zulily, a high-growth e-commerce company that went through an IPO and a billion-dollar sale to Qurate and started NewEngen with two co-founders and a small amount of venture capital. The original plan: build a bidding algorithm for search and dethrone Marin Software and Kenshoo (now Skai). Technology as the differentiator. Software as the product.

The problems were immediate and instructive. They weren’t technologists - they were marketers. The platforms controlled their destiny: build around a GoogleAds or Facebook API and something changes, and what you built is suddenly obsolete. And clients didn’t actually want software; they wanted strategy, consultation, and the ability to learn from a firm’s broader portfolio of client experience.

So NewEngen pivoted to became an agency. Except they kept calling themselves a SaaS company for years, correcting clients who called them what they obviously were.

Justin tells this story with unusual candor: “We didn’t understand what we were actually building and what our customers wanted and how to actually label that properly.” The tech-enabled DNA survived the pivot. The original software mostly didn’t. What did survive was an iterative, agile capability to go from zero to one quickly — which turned out to be more valuable than anything they’d actually built in 2016.

Three Acquisitions in the Content and Creator Space

From the beginning, NewEngen believed content and creative were essential drivers of performance outcomes. Most agencies say this. NewEngen backed it structurally: their fifth hire was a graphic designer. As a company still identifying as SaaS.

That conviction shaped their M&A strategy. Three of their acquisitions have been in the content and creator space — two in creator/influencer marketing, one in social studios production. The thesis: the outsize performance gains in digital marketing are coming from content quality and creator strategy, not from media buying optimization alone. You can’t separate creative from performance anymore.

The acquisition that most clearly demonstrates this conviction is Grapevine.ai.

The Grapevine.ai Deal: Why NewEngen Won Where Others Walked

Two things made Grapevine.ai hard for most strategic buyers to process.

The first: the economic model. Grapevine.ai originated as MySubscriptionAddiction.com — an affiliate website that still exists, now owned by NewEngen — and transformed into Grapevine.ai over a few years. As a relatively young business still finding its right customer segment, it had a mix of long-tail small contracts ($5-6K/month) alongside larger enterprise relationships. Most scaled independents don’t know what to do with long-tail revenue. It looks messy. It doesn’t fit clean acquisition criteria.

The second: the technology. Grapevine.ai’s edge wasn’t a large influencer network — their roster was approximately 900 creators, not the millions other platforms offer. The edge was what they could do with those creators in terms of driving closed-loop performance outcomes. Deep acumen for how content drives share of wallet within ad accounts. Micro-influencer and UGC strategy aligned with where the social platform algorithms are heading. That capability doesn’t show up cleanly in a spreadsheet.

Justin had conviction in both. The influencer acquisition NewEngen made in 2021 — right after closing a deal with Insignia Capital — gave them exposure to retail marketing, commerce, and CPG that most agencies hadn’t built. Grapevine.ai was the next step: more e-commerce focused, more performance oriented, more closed-loop.

How Justin managed the financial risk:

When NewEngen entered diligence, Grapevine.ai had an aggressive forecast. Caroline expressed strong conviction in a bottoms-up view of how to get there. Justin watched the actual numbers come in over the months between first conversation and close — not just believing the forecast, but tracking whether reality was matching the model in real time.

Two external signals reinforced the conviction: Zuckerberg’s quarterly earnings calls, in which short-form video and Reels time-on-site growth went from approximately 20% to 30% year-over-year across consecutive quarters. And specific technical commentary around algorithm changes — Gemini, Andromeda — that Justin read as signals that micro-influencer and UGC content formats were exactly what the platforms were optimizing for.

The result: Grapevine.ai exceeded their ambitious forecast. Average contract values increased. Client count decreased — in the healthy way that indicates a business shedding the wrong customers and concentrating on the right ones. The margin profile improved.

Integration Philosophy: Do No Harm

NewEngen’s approach to integration is intentional and varies by acquisition. The principle is “do no harm” — a posture their private equity investors at Insignia Capital explicitly aligned on and that NewEngen has fully internalized.

In practice, this has looked different across their acquisition history:

LT Partners (affiliate marketing): Brand went away fast. Team integrated quickly into the broader media services function. The capability was additive, the brand was not distinctive enough to preserve.

Acorn Influence (creator/retail commerce): Took longer to integrate given new capability being brought in. The name Acorn Influence has now been retired — it’s NewEngen’s influencer business.

Donut Digital (social studios): The most instructive case. Donut had built a genuinely distinctive brand — viral short-form content, unhinged creative, multi-million view pieces about culture at Donut. Justin made a deliberate decision not to absorb that into NewEngen’s corporate identity. He renamed it Donut Studios (dropping “Digital” to clarify positioning), migrated NewEngen’s 20-person creative team under the Donut brand, and kept it running with significant operational autonomy. The Donut Studios Instagram and TikTok are intentionally different from anything NewEngen would publish. That’s by design.

The integration lesson Justin shared from a harder experience: get alignment on goalposts before you close. Not just the financial terms — what does the other side look like at 3 months, 6 months, 12 months? What are the key milestones? What would cause you to change course? Having those conversations in detail before the deal closes makes the inevitable surprises more manageable and keeps both sides genuinely eyes-wide-open.

The Buy Box

Justin’s acquisition priorities for what comes next, in order of emphasis:

Social and content. NewEngen is leaning heavily into video-first formats and creative. The tailwinds from platform algorithm evolution and short-form video growth are not slowing. Any business that deepens capability here is in scope.

Measurement and accountability. NewEngen has built this capability organically and it’s a core differentiator. If there’s a business that can advance it further — better attribution, incrementality, closed-loop commerce measurement — they’re very interested.

Commerce and omnichannel. Every NewEngen client is B2C. Full stop — no B2B. Commerce use cases, retail media, omnichannel performance, anything that deepens full-funnel capability for consumer brands.

Size: $3-12M revenue is the current sweet spot. They’ve looked below that range. They wouldn’t go significantly above it right now.

Why NewEngen Is Different

We closed the conversation with a framing worth repeating: NewEngen surprisingly is the software-led agency many others aspire to become. Not because they still run software as a product - they largely moved past the original tech. But because the tech-enabled DNA, the iterative product mentality, the content-first conviction that dates back to their early hires, and the ability to go from zero to one quickly on new capabilities makes them structurally different from independents that grew up as pure services businesses and are now trying to bolt technology onto a legacy operating model.

YCombinator has put a target on agency backs. Justin’s not losing sleep over the YC headline specifically. But he’s very much awake to how AI is going to flow through clients, agencies, and ad tech companies and what that means for the future of work and marketing at scale.

Justin Hayashi is CEO of NewEngen, a tech-enabled performance and creator marketing agency backed by Insignia Capital.

On May 27th, Spotify and Netflix jointly announced an exclusive partnership with Jay Shetty to bring the video version of his podcast On Purpose to both platforms. Variety reported the deal at over $100M across a multi-year term, with three other companies bidding in the nine-figure range. Video episodes go live July 13th. After that date, full-length video episodes leave YouTube. Audio stays non-exclusive — Apple Podcasts, Spotify, everywhere else.

Spotify serves as global ad sales rep for the show.

The surface-level read: big talent deal, streaming wars continue, nine figures for a podcast.

The more important read: this is the third act of a five-year arc, and the deal structure tells you something the press release doesn’t say out loud.

Act One: 2020. Spotify pays approximately $200M for Joe Rogan’s podcast — full exclusivity, audio and video. Distribution as moat. Wall off the audience, own the asset entirely.

Act Two: February 2024. Rogan renews at $250M but the deal is non-exclusive. Apple, Amazon, YouTube all get the show back. Spotify gave up on exclusivity and the strategy that drove it.

Act Three: The Shetty deal. Two competing streamers split video rights. Neither insisted on exclusivity. Audio went non-exclusive. Ad sales went to Spotify. The structure reflects a shared understanding that walling off audiences destroys the asset.

The translation at $100M: even at nine figures, the buyers know the audience has to be able to find the creator wherever they listen. The distribution moat strategy failed. What replaced it is a different bet — not on owning the distribution, but on owning the relationship with the creator and the revenue that flows from it.

Why this matters for the lower middle market:

The platforms just admitted they cannot build creators like Shetty from scratch. They have to buy them. Jay Shetty had over a billion listens. He was ranked 24 on Spotify’s most-listened list in 2025. He ran on the iHeart Podcast Network for three years before iHeart couldn’t agree on a renewal and got outbid by streamers who aren’t even core podcast distribution businesses.

When the buyers have to pay nine figures for talent and they can’t manufacture that talent internally — the next question is where the talent pipeline comes from. And the answer is podcast production agencies.

The structure of the market looks like this: at the top, nine-figure checks for established creators. Down market, dozens of five to thirty-five person shops doing production, booking, ad sales, and content strategy in specific verticals. Those agencies are the ones creating the next Shettys. They’re the farm league.

The Roll-Up Precedent Is Already There

This isn’t a theoretical future. The deals have already started:

Last year, Insignia paid $100M+ for Veritone One and Oxford Road — both podcasting advertising agencies. Fox acquired Red Seat Ventures. ACast acquired Wonder Media. TCG put $40M into Audiochuck. A mobile marketing agency acquired Kitcaster, a podcast booking and PR shop. OpenAI paid approximately $100M for TPBN — making the Shetty deal and the TPBN deal the two biggest audio deals of the year so far, and OpenAI is not a normal media buyer by any stretch.

The signal that matters most to us: Gayle Troberman, former CMO of iHeartMedia and now and advisor, has started a side venture called Bubbler — a B2B podcast network. When someone with that experience at iHeart says “I see a shift coming and I’m starting something,” it sends a signal that there is a lot of gas in the tank for the future of podcasting.

The Valuation Gap That Creates the Opportunity

Here’s the part that’s interesting from an M&A perspective: podcast production agencies are still being priced like services businesses. Not like talent factories.

A services business is valued on a multiple of EBITDA. A talent factory — an agency that has 100 clients and five to ten of them have the potential to become the next major creator — is something different. But there’s no shared yardstick for IP and franchise value before it’s commercialized. No standard methodology for pricing what a creator relationship is worth before it monetizes at scale.

Ayelet flagged a startup she’s been watching called Mark — building exactly this. The FICO score for franchise value. A rating layer for creator IP. The thesis: capital is already being deployed into podcast agencies, but it’s being deployed blind because there’s no shared pricing mechanism for what’s actually being bought. Mark is building that mechanism.

The data problem is real on the analytics side too. YouTube gives meaningful listener data — streams, retention, audience demographics. Apple and Spotify give bare bones data. Even the smaller, scrappier podcast agencies have built their own internal analytics infrastructure to compensate — which means there’s a tech layer underneath a lot of these businesses that makes them more interesting to buyers than the pure services revenue would suggest.

If you’re a buyer looking at podcast agencies right now and only looking at the P&L, you’re pricing the wrong part of the asset.

Quick Hit 1: Coupa Acquires Tonkean

On May 21st, Coupa — the Thoma Bravo-backed spend management platform — acquired Tonkean, an Israeli-born agentic intake and orchestration platform co-founded by Sagi Eliyahu and Ofir Talmor.

The stated rationale: Tonkean completes Coupa’s vision of an end-to-end agentic procurement workflow by adding intelligent request intake on the front end. Terms not disclosed.

This is Coupa’s third acquisition in roughly 12 months — Rossum was two weeks ago. The pattern is clear: Thoma Bravo is systematically building the complete source-to-pay stack one capability at a time.

The Israel note: approximately 80 people, another Israeli startup tucked into a major enterprise platform. Israel continues to produce enterprise AI companies at a rate that’s genuinely remarkable for a country that just turned 80 years old. Christian flagged what Ayelet confirmed: Israeli startups are exceptionally strong on the technology side and have historically plateaued around $5M ARR — which used to make them modestly priced tuck-in targets. Those prices are meaningfully higher now. The talent and technology command real multiples.

Quick Hit 2: Solstice Raises $21M Series A

On May 27th, Solstice — a New York-based AI-native marketing agency for pharma brands co-founded by R. Sekka and Yiwin Lee — announced a $21M Series A led by Transformation Capital, with 12 Below and Virtue Ventures participating.

The pitch: pharma marketing content typically takes months to build because of regulatory requirements. Solstice’s AI-powered workflow compresses that to 10 days or less — while maintaining compliance.

Why this matters beyond the funding announcement: Solstice is the venture-stage version of the thesis we’ve been tracking since our Silicon Valley targeting agencies episode. Software-shaped, vertically specific, AI-native from day one, raising institutional capital at the $20-25M threshold that signals serious future acquisition interest.

Companies clearing that institutional bar right now — in pharma marketing, in paid social, in whatever vertical is next — are the acquisition targets of the next three to five years. The corp dev teams at scaled independents should be tracking them now, before the capital accumulates and the price goes up.

Quick Hit 3: InstaAgent an Alchemist & YC P26 Backed Startup

InstaAgent just came out of the latest Alchemist Accelerator class (Christian is an advisor) and the Y Combinator P26 batch. They’re currently in the funding process.

The product: a collaborative workspace for marketers and AI agents. Starting with paid social for mid-market e-commerce brands — strategy, content, distribution, analytics — built around coordination infrastructure so agent swarms can plug in and execute reliably with humans in the loop.

The category: automated media buying at early stage. The kind of company that gets much more expensive to acquire if you wait 18 months.

What’s Coming

Episode 67 drops this weekend: Justin Hayashi, CEO and co-founder of NewEngen, who made the Grapevine AI acquisition that’s been working out exactly as advertised.

Next week: Christian and Ayelet take In/Organic to the main stage at M&A Source — a conference for M&A advisors with a deal market for PE groups. They’ll be on a panel on deal flow. Come find them.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals. Deal Review Fridays live every week on LinkedIn and YouTube.