Deal teardown · Digital & marketing agencies

Brave Bison's acquisition of Builtvisible — a UK digital agency earn-out teardown

On 27 March 2025, AIM-listed Brave Bison Group announced the acquisition of Builtvisible — an established UK SEO and content marketing agency. The deal, disclosed via RNS, included an earn-out component alongside upfront consideration, a structure now standard for UK agency M&A at this size band.

By Chris at Sell LtdLast updated 1 January 1970

Editorial disclosure. Sell Ltd did not advise on this transaction. This page is an editorial analysis of a publicly-reported UK acquisition. Every fact is sourced from the linked press releases and trade coverage at the bottom of the page. Quotes are lifted verbatim from those sources only; we do not invent seller quotes.

TL;DR

Brave Bison acquired Builtvisible in March 2025 in a mixed cash-plus-earn-out deal — the standard structure for UK digital agency M&A. UK agencies typically clear 5–8× adjusted EBITDA, with 30–60% of consideration deferred as earn-out anchored to retained revenue. The Builtvisible deal is a clean example of the modern agency exit playbook.

Deal facts

Acquirer: Brave Bison Group plc (AIM: BBSN)
Target: Builtvisible Limited
Announcement date: 27 March 2025
Deal structure: Cash + earn-out (deferred consideration linked to future performance)
Disclosed price: See RNS for consideration breakdown

Sector context — what this multiple means for other digital & marketing agencies owners

Typical multiple range

5–8× adjusted EBITDA for UK digital agencies, with 30–60% deferred as earn-out

Size band this applies to

£1m–£30m revenue

UK digital agency M&A has settled into a stable structure. Headline multiples of 5–8× EBITDA look attractive, but the consideration mix is the story: 30–60% typically deferred as an earn-out anchored to retained client revenue over 24–36 months. Founders who cash out on day one usually accept a lower headline. Founders who stay tightly involved capture the top of the range — provided the retained-revenue clauses are drafted tightly enough not to punish normal client churn.

What a digital & marketing agencies owner should learn from this

Earn-outs are anchored to retained revenue, not new business. Do not agree to a structure that measures your earn-out against wins outside your control.
Client concentration is the single biggest sensitivity. Any client >15% of revenue will need a retention warranty.
Retainer revenue is worth materially more than project revenue at the same £-value.
SEO/content agencies typically achieve slightly lower multiples than performance-marketing agencies because performance work carries a stronger data-and-tech moat.
IP ownership (proprietary tooling, content platforms, media-buying systems) lifts multiples out of the 5–8× band toward the top and beyond.
Team retention is priced separately — key-person clauses lock in 3–5 senior staff on 12–36 month terms as part of the SPA.
Ad-agency licences (Meta Business Manager, Google Partner status) transfer with the entity but need Meta/Google approval — factor into the closing timeline.

Illustrative · not a claim

How a Sell Ltd process would have looked

For a UK digital agency in the £2–15m revenue band, a Sell Ltd process would run: (1) Chris drafts the confidential teaser with client mix, retainer/project split, gross margin and IP schedule; (2) buyer matching prioritises AIM-listed and PE-backed digital consolidators (Brave Bison, Next 15, Kin + Carta-adjacent) with a track record of agency M&A in the last 36 months; (3) IM built around retained revenue, client concentration, IP schedule and team retention plan. Sell Ltd did not advise on the Brave Bison/Builtvisible deal — this is illustrative of our process for founder-owned agencies.

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Other UK deal teardowns

Nine more editorial teardowns of real UK acquisitions — one per sector — sourced from public press releases and trade coverage.

Frequently asked questions

How much did Brave Bison pay for Builtvisible?

The consideration breakdown was disclosed via RNS on 27 March 2025. As standard for the sector, the deal included both upfront consideration and a deferred earn-out linked to future performance.

What multiple do UK digital agencies sell for?

In our modelling of recent UK digital agency deals, 5–8× adjusted EBITDA is the standard band. Higher for agencies with proprietary IP or performance-marketing moats; lower for pure-services shops with client concentration risk.

How is a typical agency earn-out structured?

24–36 months, anchored to retained client revenue (not new business), with a ratchet on churn. 30–60% of headline consideration is deferred to earn-out at this size band.

Should I take a higher headline with more earn-out, or lower headline all cash?

Depends on your commitment to remain post-completion and your confidence in client retention. Founders leaving on day one typically prefer more cash; founders committed to a 2–3 year integration typically capture more value through earn-out.

How long does a UK digital agency sale take?

5–9 months from confidential listing to completion for a clean £2–10m revenue agency. Longer if the client contract stack needs cleaning up or if key contracts require novation.

What kills a digital agency sale?

Client concentration above 25%, un-documented IP ownership (freelancers or ex-staff with rights to key content), un-invoiced WIP, and top-billing account director departures during DD.

How is EBITDA adjusted in an agency sale?

Standard add-backs: owner salary above market, one-off new-business marketing, non-recurring tech investment, personal expenses. Buyers strip out any recurring marketing spend that generated the current pipeline.

What Companies House data does an agency buyer look at?

Filed accounts, PSC register, charges (any invoice discounting or ad-media credit lines), director history. A serious buyer will also pull social profiles and case-study history to cross-check the pipeline.

What sources did you use for this teardown?

Brave Bison's RNS announcement (via Stockopedia's mirror) and RockWater's analysis of Brave Bison's agency M&A pattern. Sell Ltd did not advise on this transaction.

Where can I value my own digital agency?

Start with our free valuation calculator and the EBITDA-multiple lookup for professional services / marketing — both are linked from the /sell-my-business hub.

Sources

Every deal fact on this page traces to one of the sources below. All external.

Editorial correction? Email info@sellltd.co.uk — we correct any factual error within 48 hours.

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