-SELLER: Uncovered-

Overview

• London social-first creative agency for blue-chip brands, founded 2017
• Founders: Chris Cookson (CEO) and Catherine Orr (CCO); both staying post-deal
• ~120 employees; recently launched US operation
• Three divisions: Creative, Strategy, and Entertainment (owned channels, led by food brand Caught Snackin’)
• Clients: Tesco, KFC, Nationwide, Rightmove, Stellantis, Taco Bell, pladis, ClearScore

Company Highlights

• Revenue up 80%+ in 2025; guided to 50%+ growth in 2026
• Campaign UK Social Media Agency of the Year 2025; Top 5 Agencies of the Year alongside BBH, Mother, VCCP, and Havas
• KFC UK partnership: ~1B organic views over 18 months, per Cookson
• Multi-year contracts on key accounts
• #1 TikTok partner in the EU

Founding Story

• Cookson and Orr met at London Union, the Street Feast food-market group
• London Union’s chairman was Stef Calcraft, co-founder of Mother, the famed London creative shop behind work for Coca-Cola, IKEA, and KFC
• Calcraft became an early Uncovered backer; UK filings show his 25%+ registered stake into 2026 (more in WEIFI section below)
• Founding premise in 2017: social should lead the media plan, not sit at the bottom of it. Make content people want to watch

Business Model & Services

• Social strategy & creative… retained programs for brand channels (e.g. Tesco Kitchen, fronted by Greg James and Seema Pankhania)
• Content production… in-house short-form video at platform speed, including VFX and AI-enabled workflows
• Paid + organic management… media running alongside organic and creator channels
• Creator partnerships… creator sourcing and campaign management (e.g. the KFC brainrot characters)
• Owned channels… Caught Snackin’ food brand, 3M followers, monetized via brand partnerships; 2023 cookbook

Financials

• The £10.2M is agency revenue, not gross media billings. The ~26% EBITDA margin checks out for a fee-based model.
• 26% margins at 80% growth is rare in agency land; most shops trade one for the other
• *RockWater calculations from LBG-disclosed growth rates; Uncovered files small-company accounts with no P&L

Select Capital Markets History

• Oct 2017: Uncovered Group Ltd incorporated in London
• 2023: group reorg creates Uncovered Holdings Ltd, folding in owned-media arm Caught Creating Ltd via share exchange
• Dec 2023: management growth-share class created (~21% of cap table, hurdle-based)
• Dec 2023 – Jun 2026: no new shares issued; growth funded from operations, no further outside capital
• Jun 2026: LBG Media buys 75%

-BUYER: LBG Media plc (AIM: LBG)-

Overview

• Manchester-based social publisher for young adults; AIM-listed Dec 2021
• Brands: LADbible, SPORTbible, UNILAD, Tyla, GamingBible, Betches (US)
• ~500M followers across platforms; ~480 employees
• Founded 2012 by CEO Solly Solomou, who holds 42% and moved to New York in 2026 to push US growth
• Two revenue lines: Direct (bespoke advertiser content) and Indirect (platform rev-share + programmatic)

Company Highlights

• Direct revenue nearly doubled YoY in H1 FY26; US direct up 154%
• Direct is now 72% of revenue mix, from 44% a year ago
• 17 clients over $1M annually as of mid-2025, incl. Netflix, Dunkin’, PepsiCo
• Acquired Betches (Oct 2023, our deal analysis) for $24M + $30M earnout; met its 2024 target, $5.5M earnout paid

Founding Story

• Solomou started LADbible in 2012 as a Facebook-native publisher for young men
• Bought rival UNILAD out of administration in 2018
• IPO’d on AIM Dec 2021; Solomou sold £50M at the float, kept control
• 2023 Betches deal began the pivot to US, female audiences, and direct revenue. This deal extends it

Financials 

(H1 = six months to Mar 31)

• LBG issued two profit warnings in 2026, in April and on June 9, as Meta algorithm changes and Google AI Overviews hit indirect revenue; the same pressure hitting legacy digital publishers broadly
• Shares fell as much as 40% intraday on the June update
• Updated FY26 guidance (year to Sep 30): revenue £100-107M, adj EBITDA £15-20M
• Post-deal balance sheet: ~£17M drawn on new HSBC facility, ~£10M free cash, modest net debt after years of net cash
• *RockWater calculations; other figures as reported

Stock Performance

• AIM: LBG
• ~34p as of July 15, 2026 close
• Market cap ~£70M
• 52-week range: 22p to 111p; down ~70% from the high
• IPO-era peak market cap topped £400M

Valuation Multiples

• EV = ~£70-77M* 
• (pro-forma: market cap + ~£17M drawn debt − remaining cash; excludes ~£14M lease liabilities)
• EV / Revenue: ~0.6x 
• (pro-forma, incl. Uncovered’s CY26E revenue)*
• EV / EBITDA: ~3-3.5x 
• (pro-forma, incl. Uncovered’s CY26E EBITDA of ~£4.0M, 100% of which accrues to LBG)*
• *RockWater calculations, matching post-deal EV with post-deal earnings. Aggregators show ~£56M EV on the pre-deal balance sheet; that as-reported EV against standalone guidance gives a similar ~3x

-DEAL DETAILS-

Overview

• Announced and completed June 19, 2026
• LBG buys 75% of Uncovered Holdings Ltd for £26.8M cash, plus earnout up to £7.0M on CY26-27 performance
• Put and call options on the remaining 25% at 9x adjusted EBITDA of CY28, CY29, and CY30, paid in cash year by year → Exact exercise mechanics aren’t disclosed, but structure implies either side can trigger over the 2028-30 window
• The retained 25% carries no dividend or profit rights; all profits flow to LBG from day one
• Funding: ~£17M from a new £50M HSBC facility + ~£10M existing cash
• LBG guides to double-digit EPS accretion in year one; in plain English, profit per share rises because Uncovered’s earnings beat the cost of the cash and debt used

Deal Structure & Implied Value

• *RockWater calculations. See WEIFI for why the effective multiple is ~10x, not the 13x reported elsewhere

Ownership & Sellers

• Early-stage investors: full exit (filings point to Mother co-founder Stef Calcraft; see WEIFI section)
• Founders and management: partial exit, incl. a ~21% growth-share pool created in Dec 2023
• Founders retain the 25% minority, subject to the options above

Strategic Rationale

Buyer:

• Accelerates the mix shift from algorithm-dependent indirect revenue to recurring direct revenue
• Combined content studio: LBG’s 500M-follower reach and audience data + Uncovered’s creative and production
• US acceleration: Betches’ NY office and client base as the platform for Uncovered’s new US operation
• Solomou framed the deal as another step toward building the world’s leading social entertainment business
• Uncovered’s Gen Z and TikTok-native expertise will be applied across LBG’s own creative and owned channels

Seller:

• Access to LBG’s distribution, audience data, and advertiser relationships to win bigger briefs
• De-risking now, upside later via the earnout and the 9x option formula
• A funded route into the US

Post-Deal Operations

• Uncovered keeps its own brand, team structure, and client roster; LBG provides back-office and distribution support
• Uncovered remains a pure agency serving third-party clients; the media brands it builds are for those clients, not white-label work for LBG’s portfolio
• Integration is commercial: joint pitches, cross-sell into LBG’s advertiser base
• Earnout through 2027 and the 2028-30 option formula keep founders tied to Uncovered’s standalone P&L

-WHAT ELSE I FIND INTERESTING-

The real multiple is ~10x, not the 13x you read elsewhere

Most coverage grossed up the price: £26.8M for 75% implies £35.7M for 100%, or 13.2x Uncovered’s £2.7M of 2025 EBITDA.

But the RNS says the retained 25% carries no dividend or profit rights. LBG paid £26.8M and collects 100% of the profits from day one. So the honest math is 26.8 EV / 2.7 EBITDA = 9.9x. Add the full earnout and it’s 12.5x, but only if 2026-27 performance earns it. And if Uncovered hits its guided 50% growth this year, the upfront price is under 7x forward EBITDA. 

That’s a good price for an asset growing this fast. But expensive if the growth stops. The structure tells you exactly which numbers to watch.

The back end is already priced: a 9x formula, locked

Some agency deals leave the minority buyout to a future negotiation. This one locks it now: the remaining 25% transfers at 9x adjusted EBITDA, measured on each of 2028, 2029, and 2030, paid in cash after each year. 

Note the consistency. 

Upfront went out at ~10x. The back end is set at 9x. The whole deal is priced on one spine, and the founders’ remaining stake is a pure bet on their own execution: every £1 of EBITDA they add is worth £9 at exit, on a formula nobody can renegotiate. 

The trade-off: that stake pays nothing until the options trigger. Cash now, contractual upside later, zero profit share income in between.

The founder playbook: growth shares, one legendary angel, and no other funding

This is the part every agency founder should study, and it’s all in the UK filings. Three moves:

• The angel… Stef Calcraft, co-founder of Mother (the most celebrated independent creative agency of its era) and chairman of London Union, where Cookson and Orr worked, backed Uncovered early. Filings show his 25%+ registered stake right up to the deal. The RNS says early-stage investors got a full exit; our read is that’s Calcraft
  
• The team pool… in Dec 2023, 30 months before exit, Uncovered created a hurdle-based growth-share class, ~21% of the cap table, issued to management for pennies. When the RNS says founders and management got partial value realisation, that pool is how the senior team participated
  
• No other capital… the cap table didn’t change from Dec 2023 to the deal. No institutional round, ever. A £33.8M+ outcome built on founder equity, one storied angel, and operating cash flow. Same profile as Betches
  

Founders backing founders, equity plumbing installed years early, and no dilution. That’s how a 9-year-old agency turns £2.7M of EBITDA into a £27M day-one check.

LBG spent ~40% of its market cap on this. Ten days after cutting guidance.

The timing raised eyebrows: guidance cut June 9, deal announced June 19, funded partly with new debt. And LBG’s own stock trades near 3-4x EBITDA, so why pay ~10x for someone else’s? 

Because buying back your own shares doesn’t change what the market thinks you are. 

LBG’s direct business doubled in a year while indirect fell 41%. The market is pricing the indirect side as a melting asset. This deal moves capital from the melting side to the growing side, adds capability LBG can sell into its existing advertiser base, and changes the revenue mix faster than organic growth could. Solomou has been candid about the platform pain, telling the Guardian the traffic decline is “a tough pill to swallow and disappointing.” 

The response here is decisive. Berenberg raised its estimates on the news, an early sign the market reads it the same way.

The publisher escape ladder: 6.1x, then 7.6x, now ~10x

Three deals, one pattern, and the multiple rises the further the asset sits from algorithm risk:

• Betches (media brand)… 6.1x upfront, 13.8x with earnout, to LBG in 2023 (our deal analysis: wearerockwater.com/betches-media-sale-supergreat-shuts-down/)
  
• SheerLuxe (media + talent arm)… 7.6x upfront, 15.3x with earnout, to Future in 2026 (our deal analysis: wearerockwater.com/future-buys-sheerluxe/)
  
• Uncovered (pure agency)… ~10x upfront on effective economics. Highest of the three
  

We saw the same blueprint first-hand advising our client Feedfeed on its sale to People Inc. 

And the demand side keeps widening: Accenture Song bought Superdigital (our deal analysis) and then Whalar (our deal analysis), and Publicis bought Influential (our deal analysis) and Captiv8 (our deal analysis). 

Recruiter Ollie Scott, who runs buy-side searches in this category, called this “quite an unusually generous upfront deal” and pointed to real scarcity: the matured, high-growth social shops are mostly inside larger groups already. 

One nuance we’d add: this isn’t publishers abandoning reach. Diversified, social-first publishers can still sell brands predictable reach, and LBG’s doubling direct business proves it. The winning model is multi-strategy: publisher reach plus building the brand’s owned audience. LBG now owns both sides of that pitch. And

Uncovered ran the same play in miniature, building its own 3M-follower Caught Snackin’ channel on top of agency fees. 

Everyone is converging on the same answer.

How LBG won it. 

Scarce assets attract crowds, so note how this one closed. 

We understand a formal sale process was underway. But the two companies had already worked together, including for Tesco (large UK retailer), and Greasley has said publicly the deal started with a LinkedIn DM to Cookson well before any bankers. 

Familiarity meant LBG could underwrite quality and culture faster than buyers starting cold, the same dynamic behind Accenture Song and Whalar (our deal analysis), who ran campaigns together before that deal. 

The lesson cuts both ways. 

Buyers: your best diligence is working with the target first. 

Founders: your next acquirer is probably already a collaborator, so treat every partnership like the pre-process it might become. 

US M&A + debt payback 

What’s next: roughly £33M of the facility sits undrawn, and we’d expect it to fund more M&A, skewed American. 

US direct revenue grew 154% in H1, and bolstering US presence to go after US media spend looks like the clear M&A priority for LBG. 

If Uncovered performs to plan, the debt behind this deal likely gets repaid within 2-3 years, resetting the balance sheet for the next one. Our speculation, but the pieces all point one way.