In this episode of Agency Acquisitions & Exits, Peter Lang sits down with Dom Hawes — agency veteran, serial acquirer, and now M&A Advisor at Digital Agency Business — to unpack one of the most overlooked topics in the agency acquisition world: the financial model behind programmatic M&A.

This isn't a conversation about theory. Dom has built and deployed these models in the real world, raising investment capital, acquiring multiple agencies, and learning firsthand what makes a rollup work and what makes it fall apart.

Together, Peter and Dom walk through the exact architecture of a multi-acquisition financial model, how to structure deals when you don't have the cash on hand, where to source investment, and why the human side of integration is just as critical as the spreadsheet.

The Insight That Changed Everything

Dom's origin story in programmatic M&A starts with a realization that most founders miss entirely.

"The number one lesson, the kicker, was when I realized that a good deal is about structure, not price. The barrier to being able to do deals is often structure."

That insight unlocked everything. By learning to model deal structures: leverage, deferred consideration, earn-outs, cash-in-business, Dom discovered that acquisitions weren't just accessible, they were often more efficient than organic growth. It was the financial model that made the strategy legible, both for himself and for the investors he would later bring on.

Building the Model: Tabs, Assumptions, and the Dashboard That Matters

For founders who've never built a multi-acquisition financial model, the concept can feel overwhelming. Dom breaks it down into its essential components.

Every entity in the portfolio gets its own sheet: a simplified P&L, balance sheet, and cashflow. The mothership, or holdco, sits on top as the consolidation layer. A large assumptions sheet drives scenario planning. Intermediary sheets handle the data plumbing. And at the front: a five-year dashboard that tells the real story.

"The most important sheet of everything is the dashboard or summary sheet. It's driven by your acquisition plan. I'd allow space for maybe 16 acquisitions, you can change the size, the date, the funding mechanism, and it ripples through."

Peter adds one key modification for agency buyers: from the very first sheet, break out client-level revenue with start dates, end dates, and monthly payments. The goal is to build a Quality of Earnings (QoE) mindset from day one, because what matters isn't just the revenue number, it's the quality and durability of the contracts behind it.

The Three Scenarios Every Model Needs

Dom's framework for scenario planning is clean and practical: three cases, no more.‍

• Base case: what you genuinely expect to happen, built on conservative assumptions (say, 15% EBITDA margins and 10–12% growth).
• Worst case: where you land if things go sideways.‍
• Best case: the upside, if everything executes as planned.

Peter's naming convention adds precision: he calls them the management case, the downside case, and the growth case — language designed to set the right expectations with lenders and investors from the start.

One word of warning: "If you're speaking to investors, don't go too hard on the best case. Because that's what they will remember. Two years down the line, that's the number they're going to bring out."

And regardless of how carefully the model is built, Peter reminds everyone of one unavoidable truth: "You will be wrong 100% of the time in this model." The goal isn't prediction: it's building a structure you can adjust as you learn.

A Real Deal: Structuring a $6M Acquisition

To make the model tangible, Peter and Dom walk through an illustrative deal together.

A target agency with $1.5M in EBITDA at a 4x multiple gives you a $6M enterprise value. Add $1M in free cash sitting in the business, and total consideration rises to $7M. Standard structure: 50% down, 50% deferred. That means $3.5M needed at close — of which $1M is the seller's own cash being returned. The buyer needs to find $2.5M.

Dom explains why pushing too far below 50% down is a trap: "If you've got a three-year earn-out on a four times and you're putting less than 40–45% down, this business will not cashflow itself over the following three years. You're making yourself a hostage to fortune."

So where does that $2.5M come from?

Finding the Money: Three Reasons to Raise External Capital

Before diving into funding sources, Dom identifies why founders take on external investment in the first place. There are essentially three drivers: speed (you can't recycle free cash fast enough to keep acquiring), scale (you're buying larger businesses and need the confidence of committed capital), and deal quality (knowing you can deploy immediately makes you a more compelling counterparty).

Dom's experience also debunks a common myth: that smaller raises are easier to secure. "If the amount you're looking for is too small, it's actually harder to find than if the number is slightly bigger. There are so many other places to put money."

His own starting point when going to market? Targeting a minimum of £500K, with a sweet spot closer to £1.5M.

The Funding Stack: PE, Family Offices, and Smart Angels

Dom walks through the investor landscape from top to bottom.

Boutique private equity will back individuals with a model and a plan — but they typically want someone who's done it before, and they come with their own origination, deal, and integration infrastructure. They're backing the jockey, not just the horse.‍

Family offices tend to work at smaller ticket sizes, but with more patient capital since they're managing their own money rather than working within a closed-end fund. They want proof that you can originate, negotiate, acquire, and integrate.‍

High-net-worth and accredited investors — particularly those who have already exited in the industry — can be the ideal early partners. They understand the business, they've been through the journey, and they bring more than capital.

"If you can find someone who's exited in the industry, they understand the space, they've gotten paid, and they're redeploying capital, they can also be an advisor. They can make introductions. They've built a version of what you're trying to build."

One structural point that Dom emphasizes: the more investors you bring in, the more exits you'll eventually have to manage. "A $25,000 check takes the same time and energy as a $1M check." Simplicity in your investor structure pays dividends throughout the lifecycle of the business.

Before You Raise: Come to Market with Pipeline

When asked whether a founder should lock in their first deal before approaching investors, Dom's answer is clear: yes, and bring more than one.

"You want one you can close quickly after funding. And then you want another two or three you're in advanced conversations with. That will materially improve your chances of raising money."

Those targets should already be in the model. They should be named, sized, and sequenced in the acquisition plan. When investors ask how you're going to deploy the capital, the answer should already be on the screen in front of them.

Centralizing vs. Decentralizing: The Back Office Question

As the portfolio grows, one of the most consequential decisions is how to structure the holdco. Dom describes the spectrum clearly.

At one extreme: full centralization, where acquired agencies lose their brand and everything migrates to a single operating model. At the other: full decentralization, where brands and teams stay independent and there are no shared back office efficiencies.

His recommendation, especially early in the journey, is to find a middle path, centralize policy and financial consolidation, but keep service delivery local until everything is bedded in.

"You definitely want control over accounting policies and they need to be consistent. But in the early days, create as little disruption to units as possible."

The biggest risk Dom flags is letting back office costs balloon alongside asset growth. Every acquisition creates pressure to add headcount at the holdco level, and that headcount needs management. "Once you start building it, it's got only one way of growing: up."

Merging Two Agencies: The J-Curve Nobody Talks About

Perhaps the most honest moment in the episode is Dom's take on agency mergers within a portfolio. On paper, combining two complementary businesses looks like a win. In practice, it's one of the hardest things to execute well.

"Merging two units often makes more sense on paper and in a spreadsheet than it does in reality. When you merge two units immediately post-merger, you see a fall in performance. But a short while after that, it picks back up."

Peter calls it the J-curve: model it conservatively, expect short-term pain, and set clear expectations with your investors and leadership team before you make the move.

The businesses that succeed in these mergers are the ones that invest in the human infrastructure of change — a high-EQ HR leader, a strong integration project manager, internal champions who communicate the vision frequently and clearly.

The People Nobody Budgets For

Both Peter and Dom agree that the most underestimated element of any acquisition program isn't the deal structure or the financial model — it's people.

Peter's framework for the essential roles on an M&A team goes beyond the usual suspects (lawyers, CFO, deal sponsors). The two most commonly overlooked: a high-EQ HR professional who can absorb the emotional turbulence of integration, and an ops-focused integration lead who can organize the inevitable chaos.

"The people who drive and create value are the ones who know the name of the person who works for your client. That's where value lives, in the compounding of account retention."

Dom adds the importance of client communication as a first-order priority. The moment a deal closes, there's a new value proposition to communicate. The sooner a client-facing win can be engineered, the more quickly the combined team rallies behind the new vision.

And above all: an external advisor who's been there before.

"Phone a friend. If you've got a decent advisor to the board who you can just call and say, 'I've got this situation going on, I need some advice' — that stuff is invaluable."

Dom Joins the Digital Agency Business Coaching Team

At the close of the episode, Peter announces that Dom has officially joined the Digital Agency Business coaching team as an M&A Advisor — bringing his decade-plus of real-world experience to founders working through the Agency M&A Mastery course.

Dom's reflection: "I've done the course and even though I've done this professionally for a living, I learned loads on it. It's really good quality."

His focus will be one-on-one support for founders running programmatic M&A programs — helping them build models, structure deals, raise capital, and navigate integration with someone who has lived through all of it.

Final Thought

At the end of the day, both Peter and Dom are building toward the same thing: making the M&A playbook accessible to the agency founders who need it most, and compressing the years of trial and error that both of them had to go through on their own.

"You can't buy getting in the room with other people doing the same thing and sharing ideas. You can't buy it."