When agency owners tell me they want to “do M&A someday,” I can usually predict what happens next:
They collect information. They bookmark posts. They ask for “comps.”
And then… nothing moves.
Mark Homer is the opposite.
In Part 1 of his story, Mark sold G&GF (Get Noticed, Get Found) to a strategic, private-equity-backed buyer, then transitioned out cleanly. (We’ll link that episode here.) Most people treat that moment like the finish line.
Mark treated it like a starting gun.
This episode is his Part 2 update: what happens after the exit—when you stop being “an agency owner” and start operating like an investor building a holdco.
And importantly, it’s a real look at how a deal gets done when the buyer is moving fast, the operator is high-performing, the seller wants out, and the bank is… the bank.
The moment the first business is “done,” the real work begins
After the sale wrapped up and his transition window closed, Mark did what most founders say they’ll do, but don’t:
He created a holding company, then immediately started building a pipeline.
Not in theory. Not in a “someday” way.
He did it the same way he sourced acquisitions when he was running G&GF—just now for the holdco:
- outreach (including LinkedIn)
- leveraging his agency network (events, masterminds, EO)
- staying in motion, staying in conversations
And here’s what he found (which I told him to expect):
There are a lot of scary businesses out there.
Not “scary” like the owner is a bad person.
Scary like:
- the numbers don’t hold up
- the revenue quality is weak
- the team is thin
- the founder is the whole system
- the business isn’t ready to be acquired, even if the owner wants to be
This is one of the first shifts that happens when you go from operator to investor: you develop pattern recognition at altitude. You stop looking at the business as “potential.” You start looking at it as risk.
And Mark handled it the right way: he stayed generous with his time, but selective with his capital.
When “quick calls” turn into deal flow
Mark takes calls. A lot of them.
He enjoys comparing notes with agency owners—what’s working, what’s broken, what’s changing in the market. And as he put it, once you have enough of these conversations, you start seeing trends across businesses, not just inside one business.
That matters, because deal flow often starts as:
“Hey Mark… got a minute?”
A few of those calls got serious. One in particular was a strong agency—multiple seven figures, close to $1M in profit—where the owner wanted outside investment, but was also pricing the business based on what she expected to happen next year rather than what was true today.
That’s common. And it’s one of the hardest realities for founders to accept:
Markets don’t pay you for your optimism.
They pay you for proven cash flow—and the risk profile attached to it.
Mark empathized (because he’d lived it) and did the mature thing: stayed in touch, let her shore things up, and kept moving.
That ability—to keep momentum without forcing the wrong deal—is a tell.
The introduction that turned into a real transaction
Then something landed in Mark’s lap through my network.
A founder situation I’ve seen a hundred times:
- minority owner is running the business day-to-day
- majority owner wants out
- everyone wants “a clean solution”
- nobody wants chaos
I introduced Mark to Megan Bowen at Refine Labs. The initial reason was simple: Mark had done a partner buyout before. He could help her think through it.
But the call evolved.
Megan didn’t just want to buy out a partner. She wanted to scale. She wanted a real partner—someone who had done it, sold before, understood the game, and could help her grow the company to the point where additional capital becomes the constraint.
That’s a sophisticated operator.
And it’s also the moment where the Venn diagram overlapped perfectly:
- Megan: high-capacity integrator/CEO, running the company hard
- Mark: investor/operator-turned-M&A-leader, not interested in running agency ops again
- The deal: a partner buyout with a clear path to closing, if structured correctly
Why I liked this match immediately
I didn’t “sell” Megan one way or another. I wanted fit to mature naturally.
But I was confident in two things:
- Megan could have done the deal herself.
- She would be stronger with the right partner.
The problem with many post-exit investors is that they accidentally buy a second job. They partner with someone who needs constant rescue. They end up back in operator mode—solving employee problems and client issues—because the business can’t stand on its own.
That’s not what Mark wanted.
Mark already did his 12 years of what I jokingly call “agency prison.” He earned his freedom. He wanted to live above the business—allocate capital, drive strategy, run M&A.
Megan wanted to run the company.
That’s the cleanest version of partnership: clear lanes, clear ownership, clear accountability.
The structure: cash out the majority owner, keep the business stable
This wasn’t a typical “buy an agency” deal.
This was a partner buyout where:
- the majority owner (Chris) wanted cash and to move on
- Megan wanted control
- Mark/Grandin Holdings wanted to invest as the right-side-of-the-brain partner and run M&A
So the structure had a few defining characteristics:
1) Debt financing to create cash on close
Mark explained it plainly: the goal was to get Chris paid and done in one transaction.
An SBA-backed structure made sense because it could:
- provide cash at close to the seller
- offer long amortization (typically the big SBA advantage)
- be workable because Megan already had equity in the business (helpful in the overall financing puzzle)
And a key detail: in many partner buyouts, seller financing is common because the departing partner doesn’t want to leave the remaining partner holding all the leverage.
But in this case, Chris was already effectively out. Megan was already running the business. So the “key person risk” of him leaving day one wasn’t a real concern.
2) Two LOIs (and why it matters)
There was an LOI to the seller that reflected both buyers: Megan + Grandin Holdings.
And then there was an internal agreement between Mark and Megan defining what Grandin was contributing (capital, deal horsepower, legal/financial support, and the M&A lane going forward).
It added complexity. It also made the deal financeable and clean.
3) Minimal disruption to operations (the goal… and the reality)
Mark did what sophisticated buyers do:
He tried to protect the operator’s time.
Pulling a CEO out of the business to “do a deal” is how you accidentally harm the asset you’re buying. Mark carried a lot of the burden so Megan could keep running Refine Labs.
In reality, SBA processes can be grueling. Still, the intent and discipline mattered.
My role as Mark’s board advisor in the deal
Mark said it directly on the episode: I’m a paid advisor to him and Grandin Holdings, and I was heavily involved in the parts that matter most when things get real:
- Deal structuring (especially around the dual-LOI reality)
- Communication strategy for the seller side (even when Mark wasn’t interacting directly)
- Coaching Megan through how to position terms and mechanics to Chris, since she was the primary point of contact
- Pressure-testing the process like a board would: “What breaks? Where’s the risk? What’s the downside scenario?”
- Keeping momentum when the deal got bogged down in complexity and third-party drag
My job in these moments is not to “do the deal for someone.”
It’s to make sure they don’t make expensive mistakes while moving fast.
Information doesn’t create momentum. Action does. But action without structure gets you hurt.
Due diligence: pattern recognition + specialists where it counted
Mark brought in experts, but he didn’t outsource thinking.
He leveraged:
- a Quality of Earnings provider (QofE)
- a fractional CFO for downside analysis (“How bad does it get before the bank becomes a problem?”)
- legal counsel that ended up feeling like in-house counsel due to tax and entity complexity
- a lending broker to create leverage with banks and secure better terms
And he did something I wish more buyers would do:
He built an “investor presentation” for his investor… which was his wife.
That’s real governance. If you can’t explain the deal clearly to a smart person who lives with you, you don’t understand it well enough.
The hard part wasn’t the deal. It was the friction.
The deal itself moved fast.
The people moved fast.
The business fundamentals were strong.
The drag came from:
- a large bank process (slow, documentation-heavy, sequential)
- legal complexity driven by multi-state issues and entity restructuring
- negotiation quirks of a share sale / partner buyout structure
There were also real-world realities: seller travel, limited availability, counsel-to-counsel communication (which gets expensive fast).
But the outcome was the outcome:
- Chris got his cash and exited
- Megan became 51% owner and gained control
- Mark/Grandin took 49% as an investing partner
- Mark now runs M&A for Refine Labs while also pursuing other holdco opportunities
The lesson for agency owners: this is what “post-exit” can look like
If you’re reading this and thinking, “That’s what I want,” Mark gave a simple blueprint:
- Start thinking about your business as part of your family’s portfolio—not your identity.
- Talk to a lot of owners. Get market pattern recognition.
- Learn who the next-step buyers are and what they actually pay for.
- Invest in what you understand first. Don’t go buy HVAC just because someone on Twitter said it’s cool.
When you do this right, you don’t leave one agency just to buy yourself another agency job.
You build a machine.
What Mark is focused on now
Refine Labs:
The goal is to scale aggressively—past $2M+ EBIT—until additional capital becomes the lever for the next phase (strategic, PE, or other capital partner). Inorganic growth is a key part of that: service lines, geographies, and strategic fit acquisitions.
Grandin Holdings:
Mark is still hunting in agencies for his second portfolio, targeting roughly $750K–$1M EBIT businesses, and exploring cross-border angles (including Latin/South America) that could create strategic advantage in the U.S. market.
Listen to the full episode
If you want the full play-by-play—how the introduction happened, why the partnership worked, how the dual LOIs were handled, what SBA friction really feels like, and how Mark thinks about building a generational holdco—listen to Mark’s Part 2 episode on Agency Acquisitions and Exits.
`And if you haven’t heard Part 1—his original exit story—start there first. Then come back to this one. The contrast is the point.
