RockWater Roundup

RockWater analysis to make you a better investor and operator. Today we discuss Insignia Capital’s acquisition of Veritone One and Oxford Road, including the deal value prop, valuation estimate for each company, plan to create the world’s largest audio advertising agency, and what it signals for the broader podcast and audio industries.

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Insignia Capital bought Veritone One and Oxford Road.

The $100M+ deal creates the world’s largest audio ad agency. It’s also major validation of the podcast market opportunity.

Of note, RockWater acted as non-exclusive financial advisor to Oxford Road and its CEO Dan Granger early on when they were first evaluating strategic options. That means I can break down deal info based on what’s publicly available, but can’t do a full valuation and financial analysis like I normally do.

Let’s get into it…

💰SELLER #1: Veritone One

• Performance audio and video influencer agency
• Channel focus: podcasts, YouTube, radio, streaming, influencer, digital
• Parent co is Veritone (see overview below)
• 40k+ creator relationships
• Based in Irvine, CA
• 100+ employees

Corporate History (via parent co M&A)

• 2016 created via acquisition and rebranding of ROI Media Direct
• 2018 acquired Performance Bridge

3Q YTD Financials (PE 9.30.24)

• Total revenue of $23M, up 12% YoY from $20.5M
• Total non-GAAP NI of $9.35M, up 80% YoY from $5.2M

Other Financials

• Implied $11.7M TTM 9.30.24 EBITDA based 8.9x valuation multiple
• Was 24% of parent co revenue for YTD 9.30.24

💰SELLER #1 PARENT CO: Veritone

• Enterprise AI software, applications, and services provider
• Based in Irvine CA, with offices also in London, NYC, San Diego, Seattle
• Founded 2014 by CEO Ryan Steelberg and Chad Steelberg, two brothers
• Clients in commercial and public sector
• Publicly traded on NASDAQ: VERI
• 35 US and foreign patents
• 500 employees (post sale)
• 3,000 customers (post sale)

Stock performance as of 11.4.24 at 10:57am ET

• $3.35 share price
• Mkt cap of $127M
• Down 20% since 10.17.24 deal news
• Up 84% YTD
• Up 30% YoY
• NOTE: data is before post-election market surge

Financials (post sale)

• 2024B revenue of $95.3M
• 2024B net loss of ($35.7M)
• 2025E revenue of $114M, up 20% YoY
• 2025E net loss of ($20M), down 44% Yoy
• $65M of ARR
• Total debt of $134.4M, down from $168.7M on 12.31.23
• Total C&CE of $27.3M, down from $79.4M C&CE on 12.31.23

💸SELLER #2: Oxford Road

• Podcast advertising agency
• Founded 2013 by Dan Granger
• No outside equity capital prior to sale
• Core services are media, messaging, and measurement
• Helped scale early DTC co’s into $1B+ brands like ZipRecruiter, Dollar Shave Club
• Audio thought leader via O&O newsletter, white papers, conferences, and podcast
• 50-75 employees
• Based in LA

💸BUYER: Insignia Capital

• Growth PE fund
• Focus on biz services, consumer value chain services, consumer products
• Also backer of New Engen, a digital agency doing M&A rollup
• Target US and Canada-based companies
• $6B in completed transactions

Investment Criteria

• $5M+ EBITDA
• $20M+ revenue
• $20-100M equity investments
• Historical growth, profitability
• Majority and significant minority
• Significant owner / founder rollover

🤝DEAL DETAILS

• Simultaneous sign and close on 10.17.24

Veritone One

• Total potential price = $104M
• $59.1M in cash 
• $6.7M in escrow
• $20.3M in purchase price adjustments
• Up to $18M cash earnout based for CY 2025
• 3.5x revenue multiple (9.30.24 TTM)
• 8.9x EBITDA multiple (9.30.24 TTM)

Oxford Road

• Deal details were undisclosed
• See my valuation notes below…

💎DEAL VALUE PROP

• Form world’s largest podcast group and leading creator-based media entity
• Transform how brands leverage audio and creator-led content for measurable results
• Combine OR’s int’l traction and industry innovation with VONE’s tech stack, data capabilities, and creator-led video and influencer expertise
• Enable ex parent co Veritone to focus on AI software, products, and services, and pay down debt

✍️POST DEAL OPS

• Both VONE and OR to operate independently in near term, will unify under one brand in future
• OR founder / CEO Dan Granger to be CEO of combined org
• Cash proceeds from sale to repay $30.5M principal of term loan, plus accrued interest and prepayment premiums of $3.3M

🤔WHAT ELSE I FIND INTERESTING & DEAL INSIGHTS

RockWater’s relationship with Oxford Road…

RockWater acted as non-exclusive financial advisor to Oxford Road and its CEO Dan Granger early on when they were first evaluating strategic options related to M&A. Our team is therefore thrilled to see this deal happen – we’re strong believers in audio, podcasting, the combination logic, and in Dan and his leadership team.

Here’s a quote from CEO Dan Granger: 

“Chris and the team at RockWater were in our corner concepting this deal at a critical phase, when it could have gone in many other directions. We’re grateful for their partnership!”

Dan, the feeling is mutual 😉

Of note, we didn’t advise on the specific Insignia discussions and aren’t privy to OR’s final non-public sale data. Nevertheless, we still have to be sensitive to sharing any private company financial info in our analysis below.

Estimating valuation for each of Veritone One (VONE) and Oxford Road (OR)…

We have deal details on the sale of Veritone One because its parent co, Veritone, is a publicly traded company on the NASDAQ (VERI). Therefore, deal structure and valuation for Veritone One were reported in Veritone’s 8-k public filing and investor update presentation about the sale.

What we know…

Total VONE potential price = $104M

• $59.1M in cash at closing
• $6.7M in escrow
• $20.3M in price adjustments (perhaps positive WC adjustments, tax assets, etc)
• $18M cash earnout based on CY 2025 revenue targets; structured as a step function with payouts ranging from $3M to $18M based on four net revenue thresholds between $31M and $35M

Overall, this means $86.1M in guaranteed cash payments, assuming release of escrow funds if certain conditions are met per purchase agreement, likely within a 1 to 2 year timeframe.

That’s 83% of the $104M total potential purchase price. The $18M earnout is 17% of the total purchase price.  

Of note, the investor presentation said all deal consideration is in cash, which implies no rollover equity or equity in new combined VONE / OR entity. This makes sense since parent co Veritone sought a clean exit to (1) focus on its core AI business and (2) free up cash to pay down debt. That being said, equity incentives were likely given to VONE leaders and team who came over, likely via a management incentive plan (MIP) and/or employee stock option plan (ESOP).

VONE Valuation Multiples as of TTM 9.30.24

• 3.5x revenue (implies $29.7M revenue)
• 8.9x EBITDA (implies $11.7M EBITDA)

This is another great data point for digital agency M&A, where there’s been a lot of deal activity over the past couple years (just read our blog). But more critically, it’s a great datapoint for the podcasting industry, where there’s been very limited M&A activity of sizeable, attractive businesses since 2022 (marque podcast deals that year included Acast’s acquisition of Podchaser for $34M, and Team Coco’s $150M+ sale to SiriusXM). 

This data is also very helpful to estimate OR’s valuation. OR was privately owned and didn’t raise any outside equity capital, and there was no valuation info reported in the deal press release. 

Though as I noted above, even despite not being part of the Insignia deal talks, as a past advisor to the company and CEO, I have to be sensitive about what I can share.

How to Estimate OR Valuation

• OR is smaller than VONE, so assume revenue and EBITDA is lower than VONE’s $30M and $12M, respectively
• Agency EBITDA margins don’t scale linearly due to fixed costs leverage, so assume EBITDA margin is lower than 40%
• Assume VONE got a purchase price premium relative to OR due to its larger scale and higher EBITDA margin, perhaps 10 to 30%, so adjust valuation multiples accordingly
• Most agency businesses in today’s market are valued based on EBITDA, so I give more weight to the EBITDA multiple
• The directional math estimates a purchase price range in the low to mid 8 figures. You can narrow in as you tweak the assumptions above

How to think about OR deal structure

One might assume it’s the same as VONE, with 83% in guaranteed cash and 17% in earnout. But the seller dynamics between VONE and OR were different, and could imply a different deal structure. 

Specifically, VONE had a parent co (1) with a separate core business focus and (2) that prioritized cash proceeds from a sale. Per public filings and stock market data, the Veritone parent co faced some challenges via a depressed stock price (down over 90% since 2021 highs), high debt levels, and a need for cash to meet its debt obligations. Therefore, VONE made much more sense under a new owner — the divestiture was a great chance for the parent co to unlock cash, and for VONE to grow in combination with a more strategically-aligned company like OR, and with an investor who’s an expert in financing and growing B2B services businesses.

In contrast, OR was privately owned by a single founder in Dan Granger, with one main business model focus as an audio ad agency. Further, Granger has been consistent in his industry thought leadership and public communication about his intent to continue building in the audio space for years to come, and his belief that there’s much growth opportunity ahead.

Consider those dynamics together with the fact that Dan is now the CEO of the combined VONE and OR businesses, and that on Insignia’s website it states that the PE fund’s investment criteria includes “significant owner / founder rollover”. For PE acquisitions where the acquired leadership takes a meaningful role post deal, industry standard for rollover equity is typically 20 to 40%. There is thus good reason to believe that Granger rolled over a meaningful amount of equity into the new combined company. For the OR deal, I’d assume it’s closer to the higher end of this range. 

But, there could also be a scenario where Granger rolled over more than 50% of his ownership of Oxford Road, which due to VONE’s larger deal size and valuation, would still give Insignia majority ownership and thus control of the new combined co. It would also reduce Insignia’s cash commitment upfront to buy two significant ad agencies, mitigate the deal’s downside risk, and also strongly incent Granger to grow the new combined business.

It’s yet another potential scenario. Again, I’m just speculating here, but these scenarios are fun thought exercises to work through.

Go-forward operating structure of holdco with 2 different ad agency brands…

The deal press release noted that the two agency brands will operate independently in the near term, but will unify under one brand in the future.

There was a formal M&A sales process run for VONE, which means that there were other bidders looking at the deal. Insignia was able to orchestrate a unique transaction by also acquiring OR, but orchestrating an integration of both companies will take time, and I bet Insignia didn’t want to slow down negotiations and put its double bankshot deal at risk.

So, Insignia likely made a strategic decision to get both deals done around the same time, and put the full integration plan on hold so as to not lose the deal to other bidders. Currently, I bet there’s a ton of internal work being done to sort out the integration plan ASAP, and I expect there will be a formal announcement in 1H 2025.

There’s a lot to think through in combination. Some questions the teams and new ownership will have to work though…

• What is the new combined growth plan based on market opportunity and core strengths of each individual business, and strengths via combination?

• Will there be a new company name, brand, and positioning to market? Of note, the VONE purchase agreement (shared in an 8-k filing) lists the buyer entity as Oxford Buyer, LLC and its parent co as Oxford Parent Holdings, LLC – considering Veritone parent co’s duplicative name of VONE, and OR’s good reputation in the market, my guess is that OR will be the brand that remains post integration

• What will the new combined team org be; what hiring gaps will need to be filled, where are redundancies, and which leadership will be elevated?

• How to manage client conflict in certain advertiser categories e.g. two DTC or CPG clients that are direct competitors with one another?

• How will internal systems, proprietary technology, 3rd party software, ad stack, and overall processes be integrated?

• Does VONE have any dependencies with its former parent co VERI related to tech or other systems? If so, how will these be terminated / replaced?

• The VONE agency was first created through M&A, including the 2016 acquisition of ROI Media Direct, and Performance Bridge in 2018. Are these businesses fully integrated, or is there added work needed here?

• …and much more

I’m sure there’s precedent for similar situations, but I’m not personally aware of them. I’m therefore eager to track how the new leadership executes here; it will be a great learning for us industry observers and advisors!

Long-term audio listenership and ad market growth data is compelling…

Here’s the facts. 

The US podcast ad market grew slower in 2024 than expected, decelerating from prior years. It’s expected to reach $1.9B, up from $1.8B. Further, there were many improperly capitalized podcast and audio co’s over the last 5 years – valuation and growth expectations didn’t match the market opportunity (I explain this dynamic here in the podcast section of my March 2024 annual report). 

Unfortunately, the bad dealmaking left a bad reputation with investors.

But there’s lots of upside in the podcasting and audio market. My fave audio stat = audio commands around 21% of consumer media attention, but only earns 5% of media ad dollars. A massive opportunity as that gap compresses!

Further, the podcast ad market is expected to grow at a faster rate in the coming years, and reach over $2.6B by 2026. And the global audio ad market will be around $40B this year, and will continue growing over the next few years.

Which leads to my next point…

This deal helps validate the podcast market opportunity…

Kudos to Insignia for taking this leap. 

For the past couple years and through 1H 2024, many PE firms and investors believed that the audio ad market was too small and too low growth for a rollup — I know from direct convos via our audio client work!

But now, this double bank shot deal is turning a lot of heads, and piquing the interest of many investors who were previously on the audio and podcast sidelines. With capital markets ripping over the past week based on election results and the anticipated business-friendly environment, combined with this landmark audio deal, I’m excited to see more capital flow into the audio space in the new year.

Fortune favors the bold. I’m rooting for Insignia to get a big win here.

An insight on PE buyer, Insignia Capital…

Insignia is the same PE fund that backs New Engen, which is also doing a digital agency rollup and recently bought Donut Digital (my deal analysis). They’ve also completed over $6B of transactions.

i.e. they’re not newbie agency and B2B service company investors. They’re worth watching and perhaps learning from.

Where does this leave Ad Results Media, the 3rd leg of the podcast ad agency stool…

ARM is another major audio ad agency, owned by Shamrock. In terms of revenue and team size, I put them somewhere between VONE and OR.

Might they also get folded into the VONE and OR mix? 

That could be complicated considering the existing Shamrock ownership – it makes me wonder if Shamrock and Insignia share any other portfolio investments. Also, TBD if there’d be anti competitive concerns since the combined biz would control a significant majority of the podcast ad market (going from duopoly to monopoly), thought that might be mitigated based on the smaller combined scale of said market size and that these businesses do have other services lines, though I’d have to defer to a legal expert there.

At a minimum, the competitive market for ARM’s services just changed drastically. Its two direct peers are now likely more difficult to compete against as a combined company since they now collectively boast more ad and consumer data, more combined services offerings, and more resources. 

Though there could be opportunity in acquiring customers who churn out from VONE/OR based on perceived client conflict. Where there’s change, there’s opportunity. 

Curious how this dynamic will pan out. 

Alright, that’s enough deal analysis for this week.

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I’m the founder of RockWater Industries. We do financial and strategy advisory for media, agencies, and creator economy. From M&A and fundraising to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris @ wearerockwater dot com

RockWater Roundup

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We help you buy, sell, and invest better.

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Hi readers,

London-based Miroma Group is acquiring a majority of Houston-based Ad Results Media (ARM) from private equity firm Shamrock Capital, which is rolling most of its equity forward rather than cashing out. 

Terms weren’t disclosed — but off the one public comp in the category, we peg the deal in the ~$50–120M range (our math below), consistent with the “tens of millions” The Times reports.

Two things make it worth your time.

First, the market just picked a side. Twice. The three biggest agencies in podcast and audio — Ad Results Media, Veritone One, and Oxford Road — have now all sold inside 18 months. But they didn’t roll up into one giant. They split into two opposing theses: Insignia fused Veritone One and Oxford Road into a focused, pure-play audio champion, while Miroma bought ARM as a single channel inside a 24-business creative, media, and entertainment platform. Same three assets, two very different bets on how you build value in audio — and if you’re a founder weighing a sale, that fork is a key dynamic to understand.

Second, this is a playbook Miroma has run for two decades — now aimed at podcasting. Boyan built the group by buying deep specialist capability in media channels the big holding companies underrate, then cross-selling it to a shared roster of blue-chip brands. He did it in out-of-home, live entertainment, and experiential. That the same operator is now planting a flag in podcast and creator audio is a real vote of confidence in the market we spend our days in.

Below: the full valuation math off the one public comp, four years of Miroma’s own UK accounts (which most coverage won’t touch) to show what’s actually driving the group, and why this deal sits right on top of the convergence trade we’re advising into now.

We’re RockWater. We do M&A and strategy advisory for creator economy and social / audio agencies. From buy / sell-side M&A and fundraising, to market research and go-to-market planning.

DM us on LinkedIn or email our founder at chris@wearerockwater.com

RockWater Roundup

Join our community of builders and investors, and sign up here for the most widely-read newsletter on M&A and strategy insights for the creator economy and digital agencies.

We help you build and invest better.

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Today we discuss Fox Entertainment’s acquisition of Meet Cute, an audio drama and podcast business focused on romantic-comedy and narrative fiction. We analyze deal details, strategic rationale, deal ROI, Fox’s M&A spree in creator x media, podcasting having a moment, and using audio IP to accelerate content development.

Let’s break it down…

–SELLER: Meet Cute–

Overview

• Audio drama and scripted podcast business focused on romantic-comedy and narrative fiction
• Founded by Naomi Shah in 2019
• Raised $9M+ from institutional investors including Union Square Ventures and Advancit Capital
• Unknown FT headcount (guess is < 10), plus network of freelance writers and producers
• HQ’d in New York City

Founding Story

• Before founding Meet Cute in 2019, Shah worked as a Goldman Sachs equities trader and at Union Square Ventures 
• Shah saw gap in market for lighthearted, inclusive romantic comedies in audio
• Inspired by how “stories of love and human connection” could make listeners feel uplifted in daily moments, much like music
• Emphasized diverse writers’ rooms, inclusive casting for modern relationships
• Early series “When I Met You” and “A Nice Holiday” helped Meet Cute reach millions of platform streams by 2022

Company Highlights

• Reported 15M cumulative streams by 2023
• Estimated ~2M+ listeners across platforms
• Library of 350+ original short-form episodes across 100+ unique story titles
• Audience skews 70% female, primarily Gen Z and millennial
• Collaborated with well-known voice talent including Sherry Cola, Kesha, and Rachel Brosnahan
• Notable partnerships and cross-promotions with Spotify, Wondery, iHeartMedia

Business Lines

• Content Formats…
• Scripted audio fiction series (rom-com, fantasy-romance, drama)
• Rapid-turn serialized audio seasons (monthly releases)
• Monetization… 
• Podcast ad placements and brand integrations
• Sponsorships and distribution deals with Spotify, Apple, and other platforms
• Licensing & IP Commercialization…
• Licensing original IP for film, TV and streaming
• Managing audio-to-screen adaptation pipeline with studios and streamers

Capital Markets History

• Nov ‘25 Acquired by Fox Entertainment 
• Nov ‘20 Raised $6.3M in Series A funding from Union Square Ventures, Lerer Hippeau, Phoenix Court, and NVP Capital
• Jan ‘20 Raised $3M in seed funding from Union Square Ventures and Advancit Capital

–BUYER: Fox Entertainment–

Overview

• Media and entertainment company with operations across broadcast TV, scripted and unscripted studio production, content sales / licensing and digital-platform strategies
• Subsidiary of Fox Corp, created after Disney’s $71B purchase of 21st Century Fox
• Sits alongside Fox News Media and Fox Sports to fill the gaps left by the sale of 20th Century Fox’ s TV and film units
• HQ’d in New York City
• ~1,350 associated members via LI

Company Highlights

• Generated $3.7B in Q1 FY2026 revenue, driven by advertising, sports rights, and global content licensing
• Reorganized in 2024 into Network, Studios, and Global Distribution divisions to streamline operations and expand international reach
• Expanded IP portfolio through acquisitions including TMZ (2021), MarVista Entertainment (2021), and Bento Box (2019)
• Made a strategic investment in Holywater (Oct 2025) to grow short-form and creator-led content
• Produces major franchises like The Masked Singer, 9-1-1: Lone Star, and Krapopolis, plus a broad slate of animated and unscripted series

Business Lines

• Network broadcast television
• Studio production (scripted, unscripted, animation)
• Content sales/licensing globally
• Digital and creator-driven platforms

–BUYER PARENT CO: Fox Corp–

Overview / Company Highlights 

• Major U.S. broadcast and cable TV network operating leading news, sports, and entertainment channels
• Operates cable, television, and digital media networks
• Operates 6 top-150 US TV broadcast / cable channels
• Fox News, FOX, Fox Sports 1, Fox Business Network, Fox Deportes, and Fox Sports 2

Stock Performance

• Listed on NASDAQ: FOX
• $60 as of Nov 11, 2025
• Up 2.8% MoM 
• Up 31.3% YoY 

Financials (USD)

(per public filings)

• 2H 2025 Projection…
• 2H 2025E Revenue: $7.7B, up 17.1% YoY
• 2H 2024 Revenue: $6.5B 
• 2H 2025 Adj EBITDA: $1.8B, up  7.1% YoY
• 2H 2024 Adj EBITDA: $1.6B
• FY 2024…
• Revenue: $14B, down 6.3% YoY
• Adj EBITDA: $2.9B, down 10.2% YoY
• Adj EBITDA Margin: 20.4%
• Net loss: $1.6B, down 11.8% YoY

Valuation

(per stockanalysis.com as of [11/13/2025])

• Mkt Cap: $29.0B
• C&CE:$4.37M
• Total Debt: $7.45M
• Enterprise Value: $32.14B
• Enterprise Value Multiples…
• 2024 Revenue: 2.3x
• 2024 EBITDA: 11.4x
• LTM June 2025 Revenue: 2.0x
• LTM June 2025 EBITDA: 10.3x

Capital Markets History

• Nov ‘25 Acquired Meet Cute
• Jul ‘25 Acquired a 33% stake in Penske Entertainment
• Jun ‘25 Acquired Caliente TV    
• Feb ‘25 Acquired Red Seat Ventures
• Mar ‘19 IPOd

–DEAL DETAILS–

Overview

• Announced November 4, 2025
• No deal details disclosed 
• NOTE: See POV on deal ROI below in What Else I Find Interesting section

Strategic Rationale

• Expands Fox’s storytelling pipeline with Meet Cute’s library of short-form scripted audio series, creating a new source of adaptable IP for TV, film, and streaming.
• Positions Meet Cute as a rapid-development incubator, allowing Fox to test concepts quickly and use audience data to guide which stories could scale into larger franchises.
• “From day one, Meet Cute’s mission was to build stories at the speed of culture. Joining Fox Entertainment allows us to scale that vision — giving creators a faster path from idea to audience, integrating real-time audience feedback, and bringing new voices and formats to life across Fox’s global platforms,” said Naomi Shah, Founder of Meet Cute.
• Expands Fox’s portfolio of owned IP, which enables higher margin business opportunities VS having to license 3rd party IP. The key will be proving that audio incubation can translate to bigger digital and traditional distribution opportunities. 
• “Innovation in digital storytelling is shaping the future of entertainment, and with Meet Cute, we’re building a space where creators can move fast, take risks, and shape what’s next,” said Hannah Pillemer, Head of Scripted at Fox Entertainment Studios. “It’s a creative lab for storytelling – developing and testing new voices and IP in real time and connecting bold, emotionally resonant stories to audiences everywhere.”

Post-Deal Operations

• Meet Cute continues operating under its brand within Fox Entertainment Studios.
• Naomi Shah joins Fox as SVP of Operations & Strategy under EVP Fernando Szew, bringing startup-born leadership and operational agility to the division.
• Shah will focus on AI innovation, entertainment technology, and IP expansion across scripted and digital development.
• Integration expected with Fox’s existing audio and vertical-video initiatives, including Holywater and Red Seat Ventures, to share data, creator pipelines, and audience insights.

 –WHAT ELSE I FIND INTERESTING–

• POV on investor ROI based on $9M of VC investment back in 2020.
• Meet Cute raised a lot of money as a podcast startup, a little over $9M back in 2020.
• This was a period when there was much excitement around podcasting; that audio was the next major media market for audiences, and would be a very efficient medium to incubate and test IP, before taking it mainstream.
• I believe in all of that, but the opportunity is more true today than it was 5 years ago…and yet, there’s still a ways to go!  
• Back in 2020, the market size was significantly smaller VS now in 2025; the podcast audience was smaller, there were fewer advertising dollars flowing into podcasting (both direct sponsorships and programmatic), and other revenue lines around licensing, touring, merch were also more limited. 
• But hindsight is always 20-20, and there was a lot of investor hype around the space. Media investing has always been considered sexy, and Silicon Valley loves Hollywood (and vice versa). Therefore, all types of investors got excited, including VC, which has an investment framework and return model that is not a good fit for media-native business models.
• This led to a hype cycle in the podcast market, which resulted in over investment from the wrong types of investor. The result, was that expectations around revenue and exit values weren’t realized, and there was a pull back from investors. So the market shook out i.e. companies leaned out or went out of business…which eventually paved the way for better building and better investor matching to take place. We’re now in this new growth cycle in podcasting, which kicked off in a major way when Insignia acquired VeritoneONE and Oxford Road in 2024 for $100M+ (I wrote about this in our deal analysis). This also aligns with the new growth cycle for the overall creator economy. 
• As it relates to Meet Cute, I think they were a victim of too much money, too early in the market cycle. And market timing matters.
• (Before I expand on that point, a point to highlight: I believe the general thesis behind Meet Cute is compelling as it relates to the overall future of media – it just needs the right home, with existing audience and content resources, hence Fox. Further, I believe Naomi has great potential as a new media and business leader – she’s sharp, ambitious, has vision, can sell in the room, and has a lot more energy to continue building. She’s a great get for Fox.)
• Back to my note on market timing…$9M of investment feels more than could be justified by the market size and revenue models available in 2020. Therefore, I bet that if Naomi were to do it again today, and what I’d recommend to a founder in a similar position, is to raise less money (and protect the cap table), build and test new content biz models with leaner cost structures, and then based on success of revenue and audience traction, figure out where to double down.
• I think of leaner, modern content bets like how digital studio Gymnasium (fka as FaZeWorld) raised a $750k seed round in 2023 (our deal analysis), or how Unicorn, a hybrid talent management x digital studio, raised a $1M seed from Powerhouse and various angel investors earlier this year (our deal analysis, and we’re an advisor).
• My takeaway from all this, is that there probably wasn’t a high price tag for the deal. Due to the liquidation preference that comes with VC investment, there was likely a high hurdle of over $9M to clear before Naomi and her team to get any financial benefit from a deal consideration. It’d be great if the sale at least met that threshold, but my guess (reminder, this is complete speculation), is that the huddle wasn’t met.
• That being said, I do think this deal is a win for the Meet Cute team, Fox, and the overall podcast market more broadly.
• Now, Naomi and her team can continue building against their scripted audio incubation thesis, but within a larger podcast market now in 2025, and inside one of the world’s largest media organizations. where rapid and efficient IP incubation can have meaningful audience and cultural reach, and generate real revenue.
• Further, this deal is part of a wave of a lot of exciting new creator x digital dealmaking occurring across Fox Corp (see breakout list below). As an SVP in Fox Entertainment tasked with helping lead the charge for social x digital content and IP innovation, which will likely include both commercial and corporate dealmaking, that’s an exciting place to be!

• Podcast M&A activity has been ramping since mid 2024; now in 2H of 2025, commercial dealmaking in podcasting is surging!
• I wrote about growing podcast market momentum in our deal analysis of Audioboom buying Adelicious for £4.5M plus earnout, and also in our deal analysis of Podx paying $30M for Lemonada.
• But over the past couple months, we’re seeing landmark commercial deals get announced. Will this kick off a new cycle of large scale commercial activity, similar to how Insignia’s $100M+ purchase of Veritone ONE and Oxford Road in 2024 kicked off an ensuing wave of podcast M&A?
• I believe yes. Let’s highlight some recent deal activity…
• TikTok and iHeartMedia just launched a first of its kind partnership to create up to 25 podcasts hosted by TikTok creators, complete with co-branded studios in LA, New York, and Atlanta.
• The move follows Netflix’s reported talks to license video podcasts from iHeart, highlighting how streaming giants now view podcast IP as a pipeline for original content.
• And at the end of October, Fox-owned Tubi also struck a licensing deal with Ashley Flowers’ Audiochuck (rumored at $150M per the WSJ), bringing top true-crime podcasts like Crime Junkie and The Deck to its streaming platform.
• Which follows the major partnership announced between Netflix and Spotify, where the world’s largest video streaming platform will license a portfolio of podcast titles ranging across sports, culture / lifestyle, and true crime. 
• This surge comes as social platforms like TikTok, Threads, and LinkedIn introduce new podcast discovery and creator tools, deepening creator monetization opportunities.
• …overall, its an exciting moment for all of us who’ve been rooting for podcasting for years. The macro tailwinds behind podcast consumer behavior and media consumption, advertiser spend, and IP and community development, and trans media potential, have always been very compelling. 
• My fave stat from Dan Granger, CEO of Oxford Road: Audio is over 20% of overall media consumption, but only 5% of media ad spend. That gap will close, and audio, and specifically podcasting, will win big!
• That being said, let’s keep the dealmaking smart and right-sized, and ROI-focused, so the growth cycle persists! 

• Like Paramount, Fox is signaling to the market that its open for business, though with a specific focus on creator, podcasting, and social video.
• In our deal analysis of Paramount buying the Free Press for a reported $150M, I wrote about why “Paramount is quickly making BIG moves to establish its new content identity, and compete in the modern media era.” 
• Specifically, that “Paramount seeks to define its new content identity and audience focus for competitive differentiation VS peer streamers and media networks”, which included a flurry of recent deals following the acquisition by Skybound and the Ellisons, including “the recent $7.7B UFC licensing partnership and the multi-year film and content deal with Call of Duty’s gaming IP, to recruiting the Duffer Brothers away from Netflix, re-upping of the South Park relationship, and continued partnership with prolific producer Taylor Sheridan (Yellowstone, Tulsa King, Landman, 1923).”
• I see parallels to Fox, which sees the overall media economy, including its core business models, going through generational disruption. Its ramp up in digital dealmaking throughout 2025 signals that Fox leadership wants to reposition itself for how modern audiences consume content, and how to monetize that content.
• As a result, Fox Corp has kicked off quite a wave of creator and digital-focused dealmaking. What’s interesting, is that this dealmaking is happening on 2 sides of the Fox house!
• On one side is Fox Entertainment, which did the Meet Cute deal of today’s newsletter, invested in BJ Novak’s food experience company Chain (shoutout to cofounders and RockWater friends Byron Ashley and Jack Davis!), and also invested in Holywater, a vertical video company. Fox Entertainment also partnered up with celebrity chef Gordan Ramsay in 2024 to launch Bite, a food and entertainment brand.
• Then another division of Fox Corp, Tubi Media Group, is where Red Seat Ventures sits, which is a creator services company for many leading conservative media and broadcast personalities, helping them to build D2C media brands. That RSV acquisition in early 2025 brought in new digital leadership in brothers Chris and Kevin Balfe, who have a mandate to be aggressive in building out Fox’s business in the modern creator x media economy. Case in point, they were key players in setting up the rumored $150M (per WSJ) audio licensing deal with Ashley Flowers’ Audiochuck, bringing top true-crime podcasts like Crime Junkie and The Deck to the Tubi streaming platform away from SiriusXM.
• Then there’s also Fox Advertising, which invested in The Lighthouse, a studio and campus for creators that’s part of The Whalar Group (our deal analysis). I believe Fox Advertising sits at the Fox corporate level and serves the various divisions, but I can’t say for sure. 
• But, what is for sure is that the Fox organization is a bit hard to navigate, and its a bit funky that these deals are sitting across various business units. Curious to how this all might get reorged over time…
• And on a final note, it’s great to see traditional media buyers finally making meaningful bets and moves in the creator space. I put the recent sale of our client the Feedfeed to People Inc. (part if IAC) into this bucket as well (our deal analysis). I’ve been educating these traditional media buyers on the creator space for over a decade, and its great to see them finally start to put real capital to work. IMO, their future depends on it!

• I interviewed Naomi Shah in 2021 on my The Come Up podcast.
• You can listen to it here. Here’s the intro to the episode…
• “I first met Naomi a few months ago via Meagan Loyst at Lerer Hippeau, one of the investors in Meet Cute. I had asked Meagan if she knew of any awesome female founders, and she immediately said I had to meet the CEO of one of audio’s most exciting new startups. 
• So when I looked Naomi up, I noticed she had a background of STEM academics and then Wall Street and VC, and I couldn’t put together why she had started a romcom media company. But after our interview, it all made complete sense.
• Getting to know Naomi has been a delight, and I’m thrilled to tell her story.  We discuss her early passion for STEM, being a Goldman Sachs equity trader, leaving VC to be a founder, why a rom-com podcast network solves a problem in the wellbeing market, raising $6M of capital during COVID, and how a non-Hollywood background makes her a better media entrepreneur.”

• Fox expands its storytelling footprint with Gen Z focused platforms
• Fox’s investments in Holywater and Meet Cute show a clear push to reach younger viewers through short-form video and story-driven podcasts.
• Holywater reaches over 55 million users with vertical dramas on apps like My Drama and My Muse, catering to Gen Z’s mobile-first viewing habits.
• Meet Cute adds a library of romantic, character-focused podcasts that speak to the same audience, creating crossover potential between audio and video formats.
• Together, the deals give Fox a low-cost way to test new ideas and grow IP that can later expand into film or TV. They also position Fox as one of the few traditional studios building a modern storytelling pipeline for younger audiences across formats and platforms.
• This also makes me think of the potential market-changing bet that the Ellisons might be maneuvering towards with the combination of Paramount and Warner Bros Discovery, along with the acquisition of TikTok US – which would result in a massive library of premium studio content IP fed into into the fastest-growing social video platform. That has the potential to fundamentally alter the traditional and social media landscape in the US, and set a massive new global media precedent, and under a very powerful new owner. But its late and we need to get this newsletter out, so I’ll end the piece on that note… 

I’m the founder of RockWater Industries. We do M&A and strategy advisory for creator economy and social / audio agencies. From buy / sell-side M&A and fundraising, to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris@wearerockwater.com

RockWater Roundup

M&A analysis of the creator economy to make you a better operator and investor.

Today we discuss Audioboom’s acquisition of Adelicous, a British podcast network and monetization platform. We cover deal details, strategic rationale, revenue and EBITDA valuation multiples, Audioboom financial performance, and the rise in 2025 podcast M&A.

Let’s break it down…

————

–TARGET: Adelicious–

Overview

• British podcast network and monetization platform for professional podcasters
• Founded in 2020 by Pascal Hughes and David McGuire as invite-only network
• Built “by podcasters for podcasters”
• Home to 200+ leading podcasts including Russell Howard’s Five Brilliant Things, The Teen Commandments with Sara Cox and Clare Hamilton, and History Extra
• HQ’d in Bristol and London, UK
• 12 FT employees

Company Highlights

• Monthly audience of 20M downloads and views
• Network listens increased 314% YoY in 2023
• Delivered 1B ad impressions since 2020

Business Lines

• Premium Podcast Hosting & Monetization: Invite-only network providing hosting, advertising sales, and revenue optimization for premium podcast content
• Brand Partnership Services: Custom promotional campaign packages via direct advertiser relationships with high-profile brands including Amex, Airbnb, Fever Tree, Virgin Atlantic, Peloton, Warner Bros, Slack

Capital Markets History

• Jul ’25: Acquired by Audioboom for up to £10M

Financials:

(via deal press release)

• FY 2025F Revenue: $7.6M, Up 58% YoY
• FY 2025F EBITDA: $0.7M
• FY 2024 Revenue: $4.8M, Up 12% YoY
• FY 2024 EBITDA: $0M
• FY 2023 Revenue: $4.3M
• FY 2023 EBITDA: ($0.1M)

–BUYER: Audioboom–

Overview

• Global podcast company providing ad-tech and monetization platform
• Operates internationally with distribution across Apple Podcasts, Spotify, Amazon Music, Google Podcasts, etc
• Founded in 2009 by Mark Rock, evolved from music social networking to podcast-focused platform
• Publicly traded on London AIM: BOOM
• 51+ FT Employees
• Based in NY and UK

Company Highlights

• 100M monthly downloads by 35-38M unique listeners worldwide in Q2 2025
• Premium British podcast roster includes No Such Thing As A Fish, Dig It with Zoe Ball and Jo Whiley, Beyond The Grid (Formula 1), and The Cycling Podcast
• Key US partnerships include True Crime Obsessed, The Tim Dillon Show
• Global operations across North America, Europe, Asia, and Australia

Business Lines

• Premium: Direct sales to brand advertisers
• Showcase Marketplace: Tech-based global advertising marketplace, fastest-growing segment
• Sonic Integrated Marketing: Managed services for select brands

Stock Price

• £335 as of 7.21.25
• Down 7.6% MoM
• Up 34% YoY

Financials:

(via public filings and stockanalysis.com)

• FY 2024 Revenue: $73.4M
• FY 2024 EBITDA: $1.1M
• FY 2024 EBITDA Margin: 1.5%
• H1 2025 Revenue: $35.1M
• H1 2024 Revenue: $34.1M
• Up 3% YoY
• H1 2025 EBITDA: $1.8M
• H1 2024 EBITDA: $0.3M
• Up 500% YoY

Valuation

• Key data (GBP converted to USD)…
• Mkt Cap: $71.4M
• C&CE: $2.6M
• Total Debt: $0.9M
• Enterprise Value: $69.9M

• Enterprise Value Multiples…
• 2024 Revenue: 1.0x 
• 2024 EBITDA: 65.3x 
• LTM Jun 2025 Revenue: 0.9x
• LTM Jun 2025 EBITDA: 27.2x
• H2 EBITDA: 0.8M

Capital Markets History

• Jul’25: Acquired Adelicious for up to £10M
• Jul’25:  Raised £3M in PIPE funding (sold 1.1M shares to new and existing investors to fund Adelicious purchase)
• Apr’17: Went public on LSE under ticker BOOM, 18% of company sold
• Apr’17:  Raised £0.5M in PIPE funding led by Edge Investments 
• Mar’17:  Raised £4M in PIPE funding
• Aug’16:  Raised £2.5M in PIPE funding
• Aug’16: Acquired SONR News for £1.9M

–DEAL DETAILS–

Overview

• Announced July 16, 2025
• £10M total maximum consideration
• 100% buyout 

Deal Structure

• £10M total maximum consideration
• £4.5M initial consideration (45% of total)…
• 60% cash (£2.7M)
• 40% new Audioboom shares (£1.8M)
• £3.0M deferred consideration…
• Performance based tied to FY25 revenue targets
• £2.5M contingent consideration…
• Tied to revenue performance of the SMA (Sh**ged. Married. Annoyed.) podcast contract 

Deal Valuation

• 𝗡𝗼 𝗲𝗮𝗿𝗻𝗼𝘂𝘁 (£4.5M)…
• FY 2024 revenue: 1.3x
• FY 2025F revenue: 0.8x
• FY 2025F EBITDA: 8.7x

• 𝗜𝗻𝗰𝗹 𝗲𝗮𝗿𝗻𝗼𝘂𝘁 (£10M)…
• FY 2024 revenue: 2.8x
• FY 2025F revenue: 1.8x
• FY 2025F EBITDA: 19.4x

Strategic Rationale

• Market Consolidation & Geographic Expansion: Positions Audioboom as consolidator in fragmented UK market where per-capita podcast ad spend is $1.60 vs. $7.00 in US
• Revenue Synergies: Immediate access to Audiboom’s Showcase marketplace expected to boost Adelicious monetization
• Content Portfolio: Adds premium British content to complement existing Audioboom roster

Post-Deal Operations

• Andrew Goldsmith to become President of consolidated UK division under Adelicious brand and join Audioboom executive team
• 2 founders will not remain with company
• Adelicious to operate as distinct business unit with focus on business development and commercial operations
• Integration plan includes connecting Adelicious show and media inventory to Showcase marketplace within 30 days

–WHAT ELSE I FIND INTERESTING–

• Valuation multiples highlight a premium to market precedent, though the company may believe otherwise. There’s an interesting quote at Investing.com “The transaction represents an enterprise value to sales multiple of approximately 1.0x, compared to industry standard multiples of 3-4x, according to the company.” Let’s break that down, because I’m not sure our data support that.
• Our valuation analysis above, for just the upfront consideration portion of deal, shows the deal was done at 1.3x 2024 revenue. Since 2024 EBITDA was $0M, the multiple is NA. For 2025, or on a forward basis, the revenue and EBITDA multiples are 0.8x and 8.7x.
• As benchmarks, let’s review a few deals where there’s public data. Also of note, our M&A deal experience shows that most podcast advertising and agency sales businesses are valued on EBITDA multiples, and not revenue, unless perhaps the company is very high growth or has a unique reason for depressed EBITDA. Adelicious grew 12% YoY for 2024 and was about breakeven, though is forecast to grow revenue at 58% this year. This would still make me think most buyers in the space would compare the valuation on a EBITDA multiple basis.
• The deal benchmarks include Insignia’s $104M acquisition of Veritone ONE, which was 8.9x TTM EBITDA, and that was a significantly bigger company with higher EBITDA margins (our deal analysis). There’s also Moburst’s $700k acquisition of Kitcaster, with valuation multiples of 0.5x revenue and 3.5x EBITDA (our deal analysis), a smaller deal, but again with higher EBITDA margins. Lastly, I think of TCG’s $40M investment into Audiochuck, with an estimated EBITDA valuation estimate of 4.5x, which admittedly feels very low and I may be off. (our deal analysis).
• Thus, at a forward 8.7x EBITDA, the deal doesn’t feel low relative to the rest of the industry, but actually a premium. Also, our team doesn’t see most deals at 3-4x revenue in the current market; that would be very high for an agency services business, even a fast-growing one!
• The counterpoint to all of this is the expected revenue and cost synergy with Audioboom. If the buyer believes the deal will be immediately accretive (higher earnings per share post deal) and in a meaningful way, then paying a premium relative to market to win the deal and close quickly could make sense. This is particularly true for a target company that does about 10% of current Audioboom revenue, and where the upfront purchase price is under 10% of current enterprise value. Add on top of that the fact of UK’s still maturing podcast ad market and fragmentation, and there may be financial rationale to be aggressive here. Though to confirm, this doesn’t feel below market valuations 😉

• Majority of deal consideration is via earnout, with nearly half tied to specific show performance. The 55% earnout component (£5.5M of £10M total) is based on revenue performance milestones. Of that, £3M is tied to overall 2025 revenue growth, and £2.5M is tied to revenue performance of the SMA (Sh**ged. Married. Annoyed.) podcast contract. The structure incentivizes Adelicious team to drive growth during integration period, and protects Audioboom if financial performance and synergies don’t materialize.
• The SMA -specific earnout stands out – the show is one of the UK’s most popular podcasts, and signals how meaningful that show is to Adelicious financial growth, since it likely represents a very high revenue concentration within the Adelicious client portfolio. It wasn’t disclosed what the deal consideration is for the earnout portion i.e. is it just cash, or a mix of cash and stock similar to the mix for the upfront consideration in the deal e.g. 60% cash and 40% Audioboom shares. Most earnouts have a more meaningful cash component, but TBD the specifics here.
• Also of note, in most recent podcast deals, the founders and top management were kept on post acquisition. Like when Fox acquired RSV (our deal analysis), Moburst acquired Kitcaster, and Podx acquired Lemonada (our deal analysis). For this deal, we see Andrew Goldsmith from Adelicious leadership staying on with Audioboom in a more senior role, but the two founders are departing. Surprising considering the relatively small scale of the company in both revenue ($7M) and team size (12 employees), and significant 58% growth planned for 2025. I’d thus think keeping the founders on to help drive continued performance and also achieve earnout would be critical. But I don’t know the specific roles of each team member, and so perhaps the founder roles were redundant with Audioboom leadership, and their departures also create immediate cost synergies to lift EBITDA going forward.

• Fragmented US + UK market creates consolidation opportunities. The podcast market is highly fragmented, with over 100 independent networks generating 75% of US and UK revenue, while the top 10 networks take only 25%. This fragmentation complicates campaign execution across small networks but offers significant opportunities for acquirers like Audioboom to consolidate smaller players at attractive prices. 

• Growing UK podcast M&A activity. Both Audioboom and PodX’s recent moves show renewed international interest in the UK podcast market. Specifically in the UK, Podx bought Platform media for an 8-figure valuation in 2024 (our deal analysis), and Listen in 2023. The reason is that per-capita UK podcast ad spend is still significantly below the US ($1.60 vs $7.00), but that gap is narrowing. Networks like Adelicious bring premium content and audience scale that will benefit as UK podcast matures, recruits new advertisers and wins bigger budgets, and CPMs increase.

• 2025 podcast M&A momentum remains strong, with increased strategic buyer diversity. Major podcast deals are reshaping the 2025 market landscape. PodX spent $30M for Lemonada Media to break into the US market, while Moburst acquired both Kitcaster and Rhythm Communications to strengthen its US agency capabilities and client reach. Audioboom’s acquisition of Adelicious highlights how a growing array of companies, from public to private, and from podcast-native to non-endemics, are competing for a share of the global podcast ad spend market as it approaches $4.5B+ this year.

• The latest podcast acquisitions show a clear growth playbook. Platforms like Audioboom and PodX are focused on growing audiences, cross-selling content, and increasing adtech-driven revenue. With Adelicious, Audioboom can immediately plug new shows into its Showcase marketplace, widen UK sales, and use its technology to monetize the Adelicious portfolio more effectively. This mirrors PodX’s move to leverage Lemonada’s top talent in global sales and distribution channels for faster growth. The strategy is about rapid integration, leveraging audience scale, and improving portfolio monetization.

I’m the founder of RockWater Industries. We do M&A and strategy advisory for creator economy and digital agencies. From buy / sell-side M&A and fundraising, to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris@wearerockwater.com

RockWater Roundup

M&A analysis of the creator economy to make you a better operator and investor.

Today we discuss PodX’s acquisition of Lemonada, a podcast network and creative studio with a goal to “make life suck less”. We analyze the deal details, strategic rationale, why PodX is expanding into the US, and growth of capital flows into podcasting.

Let’s break it down…

————

–TARGET: Lemonada–

Overview

• Podcast network and creative studio
• 50 original podcasts and 40 partner shows 
• Goal = “Make life suck less”
• Founded in 2019 by Jessica Cordova Kramer (CEO) and Stephanie Wittels Wachs (CCO)
• 79% female audience, 72% married or partnered
• 56 associated members on LinkedIn
• HQ’d in Minneapolis

Company Highlights

• Experienced “skyrocketing” revenue and audience growth in 2024
• Podcasts include Wiser Than Me with Julia Louis-Dreyfus, Fail Better with David Duchovny, and Confessions of a Female Founder with Meghan Markle
• Produced multiple #1 Apple Podcasts charting shows including Wiser Than Me (29 days at #1 overall), Blind Plea and received Gracie and Webby Awards for acclaimed series like In the Bubble, Add to Cart, and BEING Trans
  

Business Lines

• Sells advertisements on podcasts and partner show content
• Promotes a book club, in co-development partnership with Gallery Books, a division of Simon & Schuster
• Has a D2C shop selling clothes, bags, and hats

Origin Story

• Both founders lost their brothers due to overdoses and connected over the question of “could we have done anything differently to save our brothers?”
• From there, the first Lemonada podcast was born, Webby Award-winning Last Day, where Wittels Wachs interviews folks about the last day of someone’s life

Capital Markets History

• May 2025 – Acquired by PodX
• Jan 2022 – $8M Series A by BDMI, Blue Collective, Flourish, Greycroft
• Feb 2021 – $1M seed by Blue Collective, Imaginable Future Services
• Jun 2020 – $1.5M pre-seed by Blue Collective
• Total funds raised: $10.5M

–BUYER: PodX–

Overview

• Global podcast investment and production studio
• Goal = be leading international audio content group
• Offers financing, biz dev, globalization, and commercialisation services to its portfolio
• Has podcast brands dedicated to different audience segments, interests, and geographies
• Founded in 2021 by Patrick Svensk (CEO), Staffan Rosell, Fredrik Said
• HQ’d in Stockholm, Sweden
• 15 associated members on LinkedIn 
• 10 audio companies under the PodX umbrella 

Capital Markets History

• 10 total acquisitions per Pitchbook
• Main shareholder of PodX is a Swedish family-owned investment group, Qarlbo AB
• QAB is also main investor behind Pophouse, which acquires IP rights for exploitation (KISS, ABBA, Avicii, Cyndi Lauper, Swedish House Mafia)

–DEAL DETAILS–

Overview

• Announced 5.6.25
• Bloomberg valued deal at $30M 
• Deal reportedly was for a “majority stake”

Post Deal Ops

• Lemonada’s management team will stay post acquisition
• Lemonada to retain the brand 

Strategic Rationale

• PodX’s first entry to US market, builds upon existing expansion in Europe and Latam, in support of vision to become global audio group
• PodX acquires celebrity-led podcasts and partner shows to unlock new global audiences and shift toward talent-driven IP 
• Lemonada to continue growing but now on a global scale with via PodX
• Lemonada brings over authentic storytelling approach to PodX portfolio companies

–WHAT ELSE I FIND INTERESTING–

• PodX’s official entry into the US podcast market. PodX has long positioned itself to become a global leader in audio storytelling. Its initial acquisitions focused on Europe and Latin America, where entry valuations were more attractive and competition was lower. While the US podcast market has always been appealing due to its scale and maturity, sellers’ high price expectations previously limited PodX’s activity in the region. With the gap closing between seller expectations and buyside mandates, PodX seized on the opportunity to acquire Lemonada and establish its US-based presence. We estimate that a meaningful portion of the deal consideration was in stock, making the transaction more attractive to PodX leadership. With this move, PodX has secured a foothold in the US market, which accounts for over half of global podcast ad revenue. We expect more US based deals to follow.

• Lemonada indexes heavily into celebrity-led podcasts and shows. Lemonada marks a new podcast M&A angle towards talent-driven IP. The deal gives PodX access to a roster of US creators and Hollywood talent with global appeal. By plugging Lemonada’s shows into PodX’s global distribution network, the new parent co can help unlock new audiences, grow ad and licensing revenue, and further position Lemonada as a premier destination for top-tier talent looking to scale their global reach.

• Podcasting is seeing a resurgence. Just last week we wrote about this in our analysis of Moburst’s acquisition of Kitcaster. Podcast ad spending worldwide is projected to hit $4.5 billion by 2025, and Hernan Lopez of Owl & Co estimates the size of the global podcast economy at $7.3B. Recent quarterly reports also show that audio platforms are experiencing growing podcast revenues. For example, iHeartMedia announced that their podcast revenue was up 28% YoY, SiriusXM added 149K subscribers at the end of 2024, and YouTube became the largest podcast platform in the world with more than 1B people a month viewing podcast content. For Spotify, the number of users watching video podcasts has grown by 40% YoY, and the number of podcasters publishing videos on Spotify has grown 70% YoY. Podcasting is becoming more mainstream and reaching more audiences, and in turn driving more ad sales and overall podcast revenues, making this media class particularly appealing to investors. Our analysis of the podcast market data from last week explains why this is important: 

“The market data continues to highlight audio as a critical medium for brand awareness and consumer connection, which helps explain why we’re seeing increasing podcast M&A and capital flows – revenue follows consumer behavior, and capital follows revenue!” 

• Re-sharing this from our newsletter deal analysis last week → Podcast M&A and capital flows have been strong in 2025. I talked about this in my analysis of TCG’s $40M investment into Audiochuck and Fox’s acquisition of Red Seat Ventures. And this activity builds upon 2024’s landmark acquisition of Veritone ONE and Oxford Road by Insignia Capital for $100M+, and Acast’s acquisition of Wonder Media. Just this week, PodX bought Lemonada for $30M, which we’ll likely write about soon. Further, newsletter Soundbite reports that QCODE just raised more funding, and that Goalhanger is in talks with TCG for a fundraise. That’s a lot of deal activity! Based on our audio client M&A work and many more insider industry conversations, our team expects capital flows into podcasting to remain strong through the rest of the year. 

I’m the founder of RockWater Industries. We do M&A and strategy advisory for creator economy and digital agencies. From buy / sell-side M&A and fundraising, to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris @ wearerockwater dot com

RockWater Roundup

M&A analysis of the creator economy to make you a better operator and investor.

Today we discuss Moburst’s acquisition of Kitcaster, a podcast booking agency. We analyze deal details, strategic rationale, and why ad agencies are expanding their capabilities in audio.

Let’s break it down…

————

–TARGET: Kitcaster–

Overview

• Matches clients with podcast shows that align to niches
• Helps clients access new audiences through podcast appearances, interviews, aka a podcast booking agency
• Founded 2019 by Brandy Whelan, Ryan Estes
• 15 associated members on LinkedIn 
• Based in Denver, CO

Financials

• $1.5M Revenue
• $200K EBITDA
• 13% EBITDA margin

Company Highlights

• 52 clients including Kajabi, Obviously, Swag.com, Omnipanel 
• Offers placement based on industry, such as SaaS, Blockchain, Real Estate, etc 

Capital Markets History

• April 2025 – Acquired by Moburst

–BUYER: Moburst–

Overview

• Full-service digital ad agency
• Founded in 2013 by Gilad Bechar and Lior Eldan 
• 7 offices, NYC, SF, Miami, Orlando, Denver, Tel Aviv, London
• Services incl strategy, organic mktg, creative, social media
• Clients include Google, Uber, Samsung, Pfizer, Nielsen

Company Highlights

• 2024 Digital Agency of the Year by Mobile Marketing Association
• 2022-2024 AdWeek Fastest Growing Agency

Business Lines

• Digital Marketing – digital strategy, analytics, SEO, social media management, influencer marketing, PR, other conversion marketing
• Mobile App Marketing – product strategy, analytics, localization, concept and design, production, social media management

Capital Markets History

• Raised $2M+ via accelerators and angel rounds
• 4th acquisition in 5 yrs, 2nd in 5 months

–DEAL DETAILS–

Overview

• Announced 4.14.25
• $700K total consideration
• 0.5x revenue multiple
• 3.5x EBITDA multiple

Post Deal Ops

• Kitcaster and its 52 clients will be integrated into Uproar by Moburst
• NOTE: Uproar is new PR division created after Moburst acquired Orlando-based Uproar PR in Dec 2024
• Kitcaster cofounders to lead podcast team, will report to Moburst COO Mike Harris

Strategic Rationale

• Capture share of est $4.5B 2025 podcast ad spend
• Expands Moburst’s end-to-end solutions to customers seeking audio marketing
• Provides Kitcaster with resources to expand reach and grow platform 
• Podcast placement services establishes clients’ companies and executives as credible sources

–WHAT ELSE I FIND INTERESTING–

• Podcast M&A and capital flows have been strong in 2025. I talked about this in my analysis of TCG’s $40M investment into Audiochuck and Fox’s acquisition of Red Seat Ventures. And this activity builds upon 2024’s landmark acquisition of Veritone ONE and Oxford Road by Insignia Capital for $100M+, and Acast’s acquisition of Wonder Media. Just this week, PodX bought Lemonada for $30M, which we’ll likely write about soon. Further, newsletter Soundbite reports that QCODE just raised more funding, and that Goalhanger is in talks with TCG for a fundraise. That’s a lot of deal activity! Based on our audio client M&A work and many more insider industry conversations, our team expects capital flows into podcasting to remain strong through the rest of the year.  

• A note on valuation. Deal price imples a valuation of 0.5x revenue and 3.5x EBITDA. We don’t have much info on Kitcaster’s financial performance (our numbers are based on Pitchbook), so it’s hard to break down the key deal value drivers. Overall, these multiples feel on the lower end of the range, likely driven by subscale revenue and EBITDA of $1.5M and $200k, respectively. We start to see deal premiums pick up at $1M+ EBITDA, and then the next threshold is $3-5M+. Also, 13% EBITDA margin is low, where more more scaled agencies are in the 20-30% range. I’m also unsure about Kitcaster’s recent growth trends, but my guess is that the company wasn’t on a high growth trajectory. Which would explain the need for a sale, to partner up with a larger divsersified agency to drive more revenue growth via a broader package of marketing services to offer prospective clients.

• Podcasting is a powerful tool for thought leadership and brand credibility. Following the 2024 election, podcasts have become a mainstream news outlet for many Americans. Podcasts allow hosts and interviewers to have a natural free flowing conversation that makes the audience feel included. This makes podcasts a natural advertising channel for brands looking to reach new customers, and also build credibility through podcast host and show association. This acquisition gives Moburst end-to-end solutions for customers interested in audio marketing. “Podcasting has become one of the most powerful tools for thought leadership today,” said Gilad Bechar, founder and CEO of Moburst.

• Podcast market data explains the growing dealmaking in the space. Based on the deal press release, there are over 584M podcast listeners worldwide, and 55% of the U.S. population ages 12+ listen to a podcast at least once a month. Of note, podcasting brings in large audiences with a high penetration rate in niche topics. Further, podcast ad spending worldwide is projected to hit $4.46 billion by 2025, and Hernan Lopez of Owl & Co estimates the size of the global podcast economy at $7.3B when accounting for “audio and video, direct and programmatic ad revenue, branded and work-for-hire podcasts, and consumer payments”. The market data continues to highlight audio as a critical medium for brand awareness and consumer connection, which helps explain why we’re seeing increasing podcast M&A and capital flows – revenue follows consumer behavior, and capital follows revenue! 

I’m the founder of RockWater Industries. We do M&A and strategy advisory for creator economy and digital agencies. From buy / sell-side M&A and fundraising, to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris @ wearerockwater dot com

RockWater Roundup

M&A analysis of the creator economy to make you a better operator and investor.

Today we discuss TCG’s investment in Audiochuck, including the deal details, strategic rationale, valuation estimate, podcast M&A momentum, and the continued attractiveness of the true crime media market.

Let’s break it down…

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–TARGET: Audiochuck–

Overview

• Podcast networking specializing in true crime and mystery
• Founded 2017 by Ashley Flowers (also host of flagship Crime Junkie)
• 20 weekly and seasonal shows
• Based in Indianapolis
• 65 FT employees

Business Lines

• Creates podcast content incl Crime Junkie, The Deck, Park Predators
• Recently announced Crime Junkie: Life Rule #10 tour, will visit 18 cities
• NY Times best-seller novel All Good People Here 
• Developing several film / TV Projects
• Fan Club subscription app

Company Highlights

• Crime Junkie, #1 Show on Apple Podcasts (#2 overall) 
  • $45M annual profit (per Bloomberg)
  • 6M listeners
• 4 year deal with SiriusXM for exclusive ad sales on Crime Junkie
  • Audiochuck is SiriusXM’s largest network across all genres
• 2023 Adweek’s Podcast Network of the Year
• Donated $8.5M to 150 nonprofits
• Flowers committed $11M to helping families and investigative agencies solve violent crime cold cases, via her foundation Season of Justice

Capital Markets History

• 2025: $40M Minority Investment by TCG

–INVESTOR: The Chernin Group (TCG)–

Overview

• Growth equity firm investing in sports and media
• Founded in 2010 by Jesse Jacobs and Peter Chernin
  • Started as holdco to acquire and operate D2C media / tech brands
  • 2015: hired Mike Kerns, former senior exec at Yahoo!
  • 2018: Kerns, Jacobs, and Chernin formally formed TCG as a PE firm 
• 33 employees 
• Based in LA

Company Highlights

• Focus on creator-driven media brands and emerging media platforms
• Cofounder Peter Chernin also founded and Runs North Road, which houses his various studio and prod co ventures incl Chernin Entertainment, w/ credits including Rise of the Planet of the Apes and Ford vs. Ferrari
  • Raised hundreds of millions of private equity and debt in 2022 to
• Builds upon Chernin’s previous experience in media as CEO of Fox Group, where he greenlit Avatar and Titanic

Investment Criteria

• Focused on media, entertainment, tech, sports, consumer, and digital sectors
• Equity investment size of $25 – 75M 
• Past 5 Years: 
  • Even # of deals between Investments and Buyouts 
  • Primarily focused on EU and US investments / acquisitions

Capital Markets History

• Closed a flagship $1.3B fund in July 2022
• Raised $700M in November 2019
• Raised $200M in April 2012

Select TCG Media Portfolio

• Night Talent Management
• Surfline (link to my article here)
• Exploding Kittens (link to my article here)
• Professional Lacrosse League
• Hello Sunshine
• Epic Gardening
• Cars & Bids
• MeatEater
• Substack
• Food52
• Twitter
• Cameo
• Funko
• Vuori

2024-2025 Investments

–DEAL DETAILS–

Overview

• Announced 2.23.25
• $40M investment
• $250M company valuation 
• Implied ~16% ownership stake

Post Deal Ops

• Not disclosed
  

Strategic Rationale

• Double team to ~130, build out new business lines incl film and TV division
• Launch more network shows; take advantage of competitive, but large and still growing true crime podcast space
• Hire a professional CEO to focus on ops, so Flowers can focus on content and not have company so dependent on her
• Expand philanthropic efforts for “bigger impact on the cases and social issues we champion”
• Expand production and office space, going from 10k to 30k square feet
• Expand live events lineup for Crime Junkie

–WHAT ELSE I FIND INTERESTING–

• Valuation estimate on reported EBITDA feels off. Bloomberg reports that Crime Junkie does about $45M in profit per year. Let’s use profit as a proxy for EBITDA.  Let’s also use the 80/20 rule to assume that the flagship show, out of a network of 20, makes up 80% of company profit. That implies $56M of total company profit. At a $250M valuation per Bloomberg, that’s a 4.5x EBITDA multiple. My immediate reaction is that the valuation multiple feels very low, and makes me think that the $45M reported profit figure, or valuation, isn’t accurate. Other podcast deals over the last 6 months were done at significantly higher valuation multiples, yet Audiochuck is a premium scaled asset in the space so unsure why there’d be such a discount. Something feels off. Or, TCG got great investment terms, and Flowers is excited to be in business with the venerable media-focused fund. I’ll have to make some calls and do more digging on that one.

• Podcasting M&A is seeing new momentum (redux). I talked about this in my Fox / RSV analysis a couple weeks ago, which was another landmark podcast-focused deal. The Audiochuck and RSV deals follow 2024’s landmark acquisition of Veritone ONE and Oxford Road by Insignia Capital for $100M+ (our deal analysis), and also Acast’s acquisition of Wonder Media Network in Dec 2024. Like the creator economy, podcasting is heating up after a down period in dealmaking between summer 2022 through Q3 2024. Our team does M&A and strategy advisory in audio, and based on the financial performance we’re seeing in a few P&Ls, the future looks bright for high performers in the podcast and creator industries.

• Audiochuck’s team expansion plans, and implications for SiriusXM partnership. The size of the investment, team expansion plans, the SiriusXM relationship make me think of another dynamic that could be at play. The insight is Inspired by MrBeast’s decision to exit its longstanding exclusive sales partnership with Night –> could Audiochuck seek to build out / expand its own ad sales and brand partnerships team, which could then cause the company to exit its exclusive SiriusXM ad sales partnership, which I believe terminates by the end of 2025? If so, the company’s goal would be keep more margin from ad sales, and also have more control of brand marketer relationships and how they’re activated across the overall Audiochuck portfolio. This is a dynamic that is constantly discussed at media co’s — when is the right time to re-think an ad sales partnership with a 3rd party and consider a build or buy strategy. This theme aligns with the M&A trends we cover on our deal blog. Curious to see how this shakes out.

• A good quote from Deadline: “The number of true crime weekly listeners has reached 19 million, surpassing sports and news as the third largest category in podcasts. With an audience median age of 34, the podcasts draw a more diverse and increasingly female set of listeners.” Audiochuck has strong demographic concentration among 25-40 year old women, and is clearly building where the opportunity is. Also explains why RSV launched CrimeCon, a business that is consistenly growing YoY. Building in large and growing addressable markets is attractive to investors, if you can stand out from the competition and actually make money (burning a lot of cash to build market share in creator x media is very pre 2022, and out of vogue). Focus on profit, people. This should always be the mantra.

• Highlights from recent podcast market data. 1B+ people a month view podcast content on YouTube, making it the largest podcast platform in the world. On Spotify, the number of users watching video podcasts grew 40% YoY, and the number of podcasters publishing videos on Spotify grew 70% YoY. SiriusXM added 149K subscribers at the end of 2024 and is exploring expanding its podcast subscription to Spotify, YouTube Music, and other platforms.

• This deal makes me think about next steps for MrBallen and Ballen Studios. His studio operates in a similar space and has a similar business model and philanthropic mandate. I’m going to spend more time understanding his business. Just not today, I’m out of time…

I’m the founder of RockWater Industries. We do M&A and strategy advisory for creator economy and digital agencies. From buy / sell-side M&A and fundraising, to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris @ wearerockwater dot com

RockWater Roundup

M&A analysis of the creator economy to make you a better operator and investor.

Today we discuss Fox’s acquisition of Red Seat Ventures, including the deal details, strategic rationale, and why the deal signals strong M&A momentum for creators x podcasting in 2025.

Let’s break it down…

————

NOTE: We know the RSV founding team well, and have worked with them. Therefore, we can’t go into details about estimating financials and deal details, and will focus our analysis on public domain info. 

–TARGET: Red Seat Ventures–

Overview

• Provides production, distribution, branding, sales, and back office services for creators
• Focus on right-leaning political / news, opinion, entertainment, true crime, sports content
• Focus in audio and video podcasts, streaming shows, and other programming
• Helps creators build and grow D2C media businesses and personal brands
• Founded 2015 by brothers Chris Balfe, Kevin Balfe
• 36 associated members on LinkedIn
• Based in NYC

Company Highlights

• 17 creator-led shows
• 200M monthly views in Nov ’24
• Top 10 podcast network in US in audience reach 
• Clients include Megyn Kelly, Tucker Carlson, Piers Morgan, Dr. Phil

Business Lines

• As sales, growth marketing, and consulting services
• Digital media production and distribution
• Live events

O&O Live Events Brand: CrimeCon

• Hosts large-scale conventions around the world for true-crime fans
• Operates crimeHQ, an online true-crime community, $7/mo subscription model
• Operates CrimeCamp, a forensic investigation experience, $2.2k ticket 

Capital Markets History

• Raised $1.1M seed round in 2018 (Pitchbook)

–BUYER: Fox Corp–

Overview

• Traditional media company
• Operates cable, television, and digital media networks

Company Highlights

• Operates 6 top-150 US TV broadcast / cable channels

Business Lines

• News & Information Channels
  • Fox News Channel
  • Fox Business Network
• Sports Channels
  • Fox Sports (FS1 and FS2)
  • Big Ten Network (BTN)
• Digital & Streaming
  • Tubi – FAST platform + Credible, Blockchain Creative Labs, entire Fox Technology org
  • Fox Nation – Subscription based service offering political content, documentaries, and opinion shows

Stock Price

• $51.17  as of 2.12.25
• Up 11.6% MoM
• Up 86% YoY

Financials

(via public filings and stockanalysis.com)

• 2024 FY Revenue of $15.2B
• 2024 Rev growth 4% 
• 2024 EBITDA of $3.5B

Valuation

• Mkt Cap: $23.54B
• C&CE: $3.3B
• Total Debt: $8.1B
• Enterprise Value: $28.66B
• 8.3x 2024 est. EV/EBITDA 

Capital Markets History

• Raised $1.25B debt financing in Oct ‘23
• IPO’d in 2019, relisted when separated from 21st Century Fox

Recent Media M&A History

• 2019: Sold 21st Century Fox assets to Disney:
  • Stake in Hulu
  • FX Networks & National Geographic
  • 20th Century Fox Film and Television Studios
• 2020: Acquired Tubi for $490M, a large FAST platform
• 2021: Acquired Outkick, right-leaning sports and political commentary website

–DEAL DETAILS–

Overview

• No deal details disclosed

Post Deal Ops

• Tubi CEO Paul Cheesbrough to become RSV’s chairman
  
• Balfe bros will operate RSV independently within Fox’s Tubi Media Group 
• Former Fox talent will not be employed by Fox

Strategic Rationale

• Helps Fox reach new fans as linear viewership declines
• Helps Fox activate broadcast talent and linear IP in digital media channels
• Adds pipeline of talent and audio / video portfolio into Fox streaming services like Tubi, Fox Nation, and new planned sports and news-oriented service in 2025
• Expand RSV service offerings for creators while maintaining independence of their individual brands
• Expand RSV into other genres including sports and entertainment 

–WHAT ELSE I FIND INTERESTING–

• A bet on the next generation of media consumers. Fox seeks to attract younger audiences like Gen Z and millennials, whose media consumption is digital and creator-led. Further, older audiences like Gen X and Baby Boomers are increasing their digital and creator watch-time.
• Podcasting M&A is seeing new momentum. The Fox / RSV deal follows 2024’s landmark acquisition of Veritone ONE and Oxford Road by Insignia Capital (our deal analysis). Like creator economy, podcasting is heating up after a down period in dealmaking between summer 2022 through Q3 2024.
• Expect more traditional news M&A. Most traditional news media brands are talking to podcasters and digital creators for either buyout or licensing deals.
• Venu shut-down a catalyst for More Fox digital M&A. With Venu, the 3-way JV sports streamer between Fox / Disney / WBD, now being shut down due to Disney buying a majority stake in Fubo, we expect Fox to find new ways to be aggressive in growing its digital audiences. The RSV acquisition is a strong move here. Further, while RSV focuses on political / news content, it will also be a vehicle to expand sports and sports-adjacent content for Fox, a key focus area for the parent co.
• Fox is smart to let RSV remain independent. RSV will operate independently within Tubi, and removed from Fox News channel. This gives RSV talent the independence they want, but also opens up new ways to collaborate with Fox. A smart way to structure the deal, get it over the goal line, and ensure strong goodwill between RSV and its talent clients post acquisition.
  
• New model for media ownership. Fox is adapting to the new media landscape, where creators want ownership and independence, but need support to scale. In this deal Fox backs creators that drive value back to the company. It also signals how Fox will support the next generation of talent going forward, which will Fox help recruit a broader talent network for continued growth as it aligns with new industry norms. Again, a smart move. 
• Origin story highlights an important career throughline in RSV founders. RSV CEO Chris Balfe has been a media disruptor for media personalities for a long time, dating back to 2003. From Variety, “Chris Balfe worked for years with another Fox News exile, Glenn Beck, helping him with his production company, Mercury Radio Arts, as well as his media outlet, TheBlaze.” Very early in the media disruption lifecycle, the Balfes saw the talent-led opportunity in D2C and digital. They learned and buit the playbook with a prominent talent in the early 2000s, and built an incredible business applying it to the next generation of talent.
• Content-related liability. In 2024 Fox paid a $787M settlement to Domion Voting Systems related to DVS’s defamation lawsuit against Fox. With RSV’s talent-led media brands remaining independent and outside the control of Fox, but RSV being owned by Fox and RSV talent contributing content to Fox’s O&O media network, the deal raises questions about what new and different content-related liability concerns could arise. It’s a new model, and I’m not an expect here, but its worth tracking since we expect to see more similar M&A. This dynamic will be something creator x media execs and dealmakers will have to sort through, and create new operating / governance / contractual systems for as the media landscape evolves.
• Fox’s outperformance via focus. From Variety, “Though smaller than contemporaries such as Disney or NBCUniversal, Fox has thrived in recent years by casting off assets devoted to traditional scripted entertainment programming and focusing more intently on content meant to be watched live, particularly sports, game shows and news programming.” 
• A quote from my analysis of the Soros / Hot Ones acquisition is relevant here.
  From that blog post…“This is part of a growing theme of politically-oriented buyers and investors increasingly leaning into digital media, and specifically the creator economy. Semafor recently reported that Fox is talking to political media acquisition targets like Red Seat Ventures and The Daily Wire, which are digital-native and lean conservative. Fox might also be looking at audio networks like Audioboom and iHeart. This also makes me think of Highmount’s $100M investment into Dude Perfect (our deal analysis). Makes sense.If you want to influence the masses, you need to go where modern audiences are. And modern media channels, particularly social media, podcasts, and influencers x creators, have an outsized impact on reaching consumers and influencing them. From their purchase decisions, to their voting behavior.Brands and marketers have made the move. Newco launchers have made the move.

  And now politically-affiliated parties and investors are starting to pay a lot more attention and put their dollars to work in the creator economy as well. Particularly after the learnings from Trump’s presidential bid win, which is being described as the “first podcast election”.

I’m the founder of RockWater Industries. We do M&A and strategy advisory for creator economy and digital agencies. From buy / sell-side M&A and fundraising, to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris @ wearerockwater dot com

RockWater Roundup

M&A analysis of the creator economy to make you a better operator and investor.

Today we discuss ShopMy’s $77.5M Series B fundraise, including the deal details, implies $410M valuation, strategic rationale, and rise of creator-led affiliate commerce.

Let’s break it down…

————

–TARGET: ShopMy–

Overview

• Launched in 2020
• Founders are Harry Rein (CEO), Tiffany Lopinsky (President), Chris Tinsley
• Provides tools for gifting programs and shoppable links for influencers
• Identifies micro-influencers for brands
• Biz model: Advertisers pay subscription fees and takes % of sales
• 550+ brand subscriptions, 50k commissionable brands, 100k creators
• Brands incl Lululemon, Nordstrom, Dior
• 214 employees

Product Overview

• Combines direct creator connections, paid partnerships, and affiliate marketing
• Provides real-time metrics previously exclusive to paid search and social ads
• Brands gets tools and data to track influencer sales
• Influencers earn rev share via shoppable storefronts / links
• 50k commissionable brands
• 16k creator content pieces, 125M+ views in 6 months
• 190k product requests via Lookbooks, its automated gifting feature
• “Opportunities” provides guaranteed payments, seamless production process, creative freedom, and real-time analytics

Financial Highlights

• Valuation: increased from $80M in Mar 2024 to $410M in Jan 2025
• $352M in brand sales with 5x ROAS

Capital Markets History

• Total raised: $104M
• Previous fundraises
  • 2022 Seed: $8M
  • 2024 Series A: $18.5M (our past analysis)
  • 2025: Series B: $77.5M

–DEAL DETAILS–

Overview

• $77.5M Series B 
• $410M valuation
• Implies 18.9% equity stake to investors
• Lead Investors: Bessemer Venture Partners, Bain Capital Ventures
• Other Participants: Menlo Ventures, Inspired Capital, AlleyCorp

Use of Funds

• Expand into new ad categories incl wellness, maternity, family, food & beverage
• Increase marketing budget, attract more influencers and brands
• Enhance platform features, automation capabilities
• Grow global advertiser clients

–What Else I Find Interesting–

• A𝗳𝗳𝗶𝗹𝗶𝗮𝘁𝗲 𝘁𝗲𝗰𝗵 𝗵𝗲𝗹𝗽𝘀 𝗰𝗹𝗼𝘀𝗲 𝗰𝗼𝗻𝘃𝗲𝗿𝘀𝗶𝗼𝗻 𝗳𝘂𝗻𝗻𝗲𝗹. Influencer marketing has typically been for top-of-funnel marketing, to drive awareness for products and services. But brand marketers, particularly those who are performance-focused, are demanding more ROI-driven ad solutions for creator economy spend. Vanity metrics like followers and likes no longer cut it. Affiliate commerce helps “𝘤𝘭𝘰𝘴𝘦 𝘵𝘩𝘦 𝘧𝘶𝘯𝘯𝘦𝘭” by giving creators shoppable storefronts and links, helping convert audiences and fans into paid customers of products. As a result, AC will attract thousands more marketers to do ad spend experiments and / or increase their overall spend. This will unlock billions more in marketing spend and drive significant revenue growth for the creator economy.
  

• Rise of creator-led affiliate commerce. Just 3 weeks ago Later paid $250M for affiliate platform Mavely, and we estimated high revenue and EBITDA multiples. Further, the support ecosystem for affiliate commerce is growing w/ co’s like The Creator Society, Orca, and Favored Live. And now ShopMy has raised a massive growth round. These are similar dynamics I observed a decade ago in the early days of creators and influencer marketing (rise of MCNs / influencer reps / IM tools, etc). Just like back then, we now expect much more affiliate-related investment and M&A to follow, and valuations to rise. This is a must-track new growth sector in the creator economy. From my convos around town, I know that many Hollywood and marketing agencies are now having internal convos headlined “𝘸𝘩𝘢𝘵’𝘴 𝘰𝘶𝘳 𝘢𝘧𝘧𝘪𝘭𝘪𝘢𝘵𝘦 𝘴𝘵𝘳𝘢𝘵𝘦𝘨𝘺?”.

• E𝘅𝗽𝗲𝗰𝘁 𝗮 “𝘄𝗶𝗻𝗻𝗲𝗿-𝘁𝗮𝗸𝗲-𝗺𝗼𝘀𝘁” 𝗺𝗮𝗿𝗸𝗲𝘁. The affiliate market will be big enough to support various players, and some estimates show nearly 20% YoY growth. But TBD who will rise to the top. Key drivers of success will be platforms that have large creator networks, large audiences, easy-to-use tools to set up shoppable storefronts and links, robust analytics for creators / brands / retailers, and competitive pricing and creator rev share. Key players include pure-play incumbents like LTK, affiliate initiatives from social platforms like TikTok and retailers like Amazon, and new fast-growing disruptors like ShopMy. Curious to see where all this nets out

• Growing trend of 9-figure creator-related valuations. This deal values ShoMy at $410M. Other recent large valuations in the creator economy space include Whatnot’s $265M fundraise at a $5B valuation, the $500M sale of Influential to Publicis, Dude Perfect’s $100M fundraise at an estimated $250M valuation, Later’s $250M acquisition of Mavely, and Insignia Capital’s $100M+ acquisition of Veritone One and Oxford Road. Our team expects 2025 to be a year of record valuations from fundraisings and exits, expect to see some big headlines.

• Reduces social platform dependency, drives revenue diversity: Shoppable storefronts and links helps creators to monetize independently from social platforms like YouTube, Instagram, and TikTok. This creates a new revenue line outside rev share of programmatic ad spend (which only YouTube does well), and IM campaigns. Addresses growing concerns surrounding platform algorithm changes, legal disputes, and revenue sharing, and a growing need by creators to diversify revenue streams.

• Rise of nano-influencers: ShopMy’s micro-influencer focus, or those with 10k-100k followers, reflects growing shift toward smaller creators. Compared to mega-influencers, there’s schools of thought and supporting data that smaller creators can deliver higher engagement (4x more vs mega creators), higher conversion (40% more than larger influencers), and trust at lower CAC by hyper-targeting niche audiences.

• Ad category expansion: ShopMy’s new focus on wellness and kids/family advertising signals untapped opportunities in under-monetized but high-growth verticals, signaling where ad dollars are flowing next. I also liked this quote from ShopMy’s CEO about the differences between various marketer categories, which informs what solutions are needed…“In hospitality, for instance, the customer journey is typically longer and more considered than fashion, so we’re adapting our measurement tools to account for these longer conversion windows.”

I’m the founder of RockWater Industries. We do M&A and strategy advisory for creator economy and digital agencies. From buy / sell-side M&A and fundraising, to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris @ wearerockwater dot com

RockWater Roundup

RockWater analysis to make you a better investor and operator. Today we discuss ECI Partners’ majority acquisition of Croud, including the deal value prop, valuation estimate, pro forma cap table, and payout waterfall.

————

ECI Partners bought a majority stake in digital agency Croud.

They bought out previous financial investor LDC, who invested back in 2019.

There’s some good info from press estimates to do some valuation math.

Let’s break it down…

—SELLER: Croud—

• Digital ad and performance agency
• Founded 2011 by Luke Smith, Ben Knight 
• Based in London, offices in NYC, Atlanta, Dubai
• Expanded to NYC in 2016, Dubai in 2022
• AI tech platform enables campaign planning and execution (“Croud Control”)
• Clients incl Amazon Prime, Aston Martin, Coach, Nespresso, VF Group

Croud Operating Highlights

• £23.5m income for 2022-2023 per Campaign School Report
• 2,900 offshore PT digital marketers (“Croudie Network”); makes up 20-40% of billable hrs
• 600 in-house specialists (up from 185 in 2019)
• TEAM – US: 150 | UK: 450 | Dubai: 10

Croud Capital Markets History

• 2019 LDC minority investment of £30M (Campaign US estimates £60M valuation)
• 2024 Club loan from OakNorth of £34M (paid off post sale)
• 2025 ECI investment of TBD (I est $100M+)

Croud M&A History

• Vert Brands: Atlanta-based digital agency (Jun 2024)
• Born Social: social agency (Nov 2022)
• Impakt Advisors: data & analytics (Dec 2021)
• VERB Brands: luxury digital mktg agency (Nov 2021)
• Metageni: unknown

—BUYER: ECI Partners—

• Growth PE investor
• Manages £2B GBP
• Operating for 48 yrs
• Focuses on growth businesses valued up to £300M GBP
• Targets media, data, tech investments: Cloud & Digital, Data, Financial Services, GRC, HealthTech, HR & Edtech, and Travel

ECI Highlights

• 270 completed investments
• 51% are founder-backed
• 69% majority / 31% minority investments
• 109 management buyouts
• Latest fund is £1B

—DEAL DETAILS—

• Announced 10.31.24 
• Will close in November
• ECI acquired majority stake
• Funded by £77.6M club loan from OakNorth, HSBC, Investec, Barclays
• Previous investor LDC will exit Croud investment
• Formal M&A sales process was run for Croud
• Interested parties included agency networks and PE in UK, US
• 160 employees received cash bonuses
• 15 senior figures got 6-figure bonuses

—DEAL VALUE PROP—

• Expand biz through organic growth and M&A
• Increase M&A in US over next 5 years
• Retain Croud leadership in media, data and creative services
• ECI has successful investment track record in media, data, tech including MiQ, Investis Digital, Imagesound, Clarity Blue

WHAT ELSE I FIND INTERESTING & DEAL INSIGHTS

Estimating valuation, cap table, and multiples…

Below is simple math and logic waterfalls to inform the potential deal structure, valuation multiples, and payout waterfalls.

What We Know from Press Estimates

• £23.5M income for 2022-2023
• £60M valuation in 2019
• LDC invested £30M in 2019
• Valuationed tripled since 2019
• ECI bought majority stake
• £77.6M club loan to fund ECI acquisition

My Assumptions

• Founders previously owned ~50% of company post LDC investment
• Typical founder rollover equity is 20-40% (I explained this last week)
• In sale to ECI, founders sold half remaining equity, and post rollover, now own 25% 
• MIP / ESOP plan is 5% of new cap table
• At £190M enterprise value (slightly above 3x 2019 valuation), that means LTV of 41% and that ECI wrote an equity check of £55.4M, which is 29% of enterprise value, to own 70% of Croud
• That feels directionally reasonable based on industry precedent…

Pro Forma Cap Table at £190M Enterprise Value

• ECI Partners: 70%
• Croud founders: 25%
• MIP / ESOP: 5%

Implied Valuation Multiple

• 8.1x income (£190M Ent Value / £23.5M income)
• NOTE 1: I don’t have P&L, so we don’t know if income is same as EBITDA
• NOTE 2: Income is based on 2022-2023 period, so LTM income as of 10.31.24 announcement date could be higher, meaning multiple could be lower. Of course, this also assumes 190M is the right EV

Estimated Deal Payout Waterfall

• LDC sold entire ~50% stake: £95M
• Founders sold 25% stake: £47.5M
• Team ESOP of TBD
• Implies total cash payout of approx £132.5M

Misc Notes / Insights

Reminder this is all speculation, as I don’t have deal details. But it’s helpful to use the provided figures and math to think about typical PE deal structures for agency business models

LTV for digital agencies could be higher, up to 60 or 65%. But I bet the lenders wanted to see ECI write a decent size equity check for this first investment. Further, ECI may add more debt as it ramps up M&A over the next few years, so there’s some LTV cushion here.

The Insignia Capital buyout of Veritone One was at an 8.9x multiple (incl earnout), and the purchase price was $104M, or about half of what we estimated for Croud. Makes me think there could be an earnout component in the ECI-Croud deal that we didn’t account for, which would increase the potential valuation multiple. For a deal of 2x larger scale, a multiple above my estimated 8x wouldn’t surprise me.

UK performance marketing agencies are attracting investor interest…

This quote from Campaign Live sums it up well…

“It is one of a number of UK agencies to emerge in the performance marketing space and attract investor interest, both before and after the pandemic, as they have sought to expand globally.

Separately, Brainlabs sold a majority stake to a private equity firm, Falfurrias Capital Partners, and Jellyfish sold to the Brandtech Group last year.”

Two final notes on the rise of challenger ad networks, and cross-border M&A…

I previously wrote about Croud buying Vert, an Atlanta-based agency. The deal marked Croud’s 5th acquisition since 2021. Pasting below an excerpt from my M&A deal analysis from this past summer. It’s still relevant today…

“No surprise given the broader ad agency consolidation. It’s getting harder to compete for brand marketing dollars. 

Reminds me of a few points I wrote in our 2024 State of Agency M&A report earlier this year…

Agencies that have broader, diversified capabilities will win more of those dollars. The market is now about scale across service offerings, team, and geos. 

The Rise of Challenger Networks / Nextgen Ad Agencies

These are modern ad agencies with a broad suite of digital marketing capabilities. They’re helmed by seasoned marketing executives, have investor-backing, and are growing aggressively through M&A. Example companies include Stagwell, which has done 6 acquisitions since 2023 (I wrote about their acquisition of Team Epiphany in Jan 2024 here, and most recently they bought a digital PR agency in Brazil which I still need to write about). Another example is Acceleration Group of Companies.

Based on the overview of Croud I wrote above (backed by investor LDC, 5 acquisitions in 3 years, growing set of agency capabilities), I’d include Croud into this category as well.

International Agencies Seek to Buy Way Into US Market

UK-based agencies are aggressively looking to enter the US. My note from our 2024 agency M&A report…

“We’re getting a lot more calls from agencies across the pond who want to make inroads with US brands and audiences. These agencies have had trouble building organically in the States, since hiring an exec team in a competitive high-growth market with a very different agency culture ecosystem is not an easy feat. So buying their way in is a growing mandate. I’ve gotten calls from Euro-based branded content studios to podcast agencies and larger holding companies who are making trips to the US for “agency roadshows” in 1H 2024, and who plan to transact by the second half of the year.”

Since I wrote that, I’ve also gotten calls from Asia-based digital marketing businesses seeking US agency targets, though I do believe there will be the capital flows will be more typically trend towards US-to-Asia, as more America-based co’s seek access to high-growth markets like southeast Asia and others (I know a target that may be coming to market soon!).

Further, it also seems that Atlanta is becoming an increasingly appealing target in addition to NYC and LA-based agencies.”

Alright, that’s enough deal analysis for one week. Time to get back to my clients.

I’m the founder of RockWater Industries. We do financial and strategy advisory for media, agencies, and creator economy. From M&A and fundraising to consumer research and go-to-market planning.

DM me on LinkedIn or email me chris @ wearerockwater dot com