Brainforge Knowledge

ma-planner-overview

3 min read

Sales Services M&A Planner — Overview

Purpose: define an acquisition planning system for Brainforge to source and acquire agency targets with the same rigor used for delivery and services planning.

Positioning

Not your usual buyers

As long-time agency operators, we understand the day-to-day realities of agency ownership.

Brainforge Labs exists to help agency leaders focus on client delivery and growth while shared-platform functions (finance ops, legal/admin, sales/marketing support, and talent support) are handled centrally.

Vision: build a resilient portfolio of differentiated, profitable agencies.

Acquisition thesis

Brainforge pursues smaller, profitable agencies that can be tucked into or bolted onto existing service lines and accelerated through shared operations, cross-sell, and delivery leverage.

Primary objective:

  • expand capability and pipeline density faster than hiring alone
  • improve portfolio resilience through niche diversification
  • preserve owner/operator quality while reducing single-founder dependency

Target profile (ICP for acquisitions)

Core economics

  • EBITDA: $200k-$500k
  • Revenue: ideally $1.0M+ and generally below $2.0M
  • 3-year trend: revenue and profit growth, not flat/declining

Niche fit

At least one strong specialization:

  • vertical niche (example: home services, healthcare, deep tech)
  • platform niche (example: Snowflake, Mixpanel, and strategic partners)
  • technical niche (example: product analytics, software engineering, related Brainforge offerings)

Seller intent fit

  • owner is open to stepping out of CEO seat
  • owner wants to move on, or is open to a non-CEO operating role
  • deal openness: complete or majority buyout preferred; minority position only in exceptional cases

Portfolio fit model

Each target must improve at least two of the following:

  1. Service depth
  • strengthens an existing service line with proven delivery competency
  1. Distribution advantage
  • brings referral channels, partner ecosystem leverage, or repeatable GTM motion
  1. Strategic option value
  • increases optionality in AI transformation, analytics modernization, or productized service expansion
  1. Leadership bench
  • adds a strong senior operator who can own a service lane post-close

Operating cadence

  • Weekly: sourcing review + pipeline triage
  • Bi-weekly: stage-gate deal review (sales + finance + delivery)
  • Monthly: acquisition scorecard refresh + capacity check
  • Quarterly: thesis tuning, target-list reset, and post-close retrospective

Standard deal stages

Source -> Screen -> Qualify -> Diligence -> LOI -> Confirmatory Diligence -> Close -> 100-Day Integration

Required controls by stage are defined in:

  • ma-target-screening-contract.md
  • ma-workflow-and-triggers.md
  • ma-deal-execution-agent-workflow.md
  • ma-workflow-c-delivery-integration.md
  • ma-guardrails-and-change-control.md
  • ma-loi-playbook.md
  • ma-agency-investor-checklist.md (required before LOI, refreshed before close)

Definition of done

A target is considered “close-ready” when:

  • screening score and thesis fit pass required threshold
  • quality of earnings and concentration risk are understood
  • seller role transition and retention plan are agreed
  • deal structure and downside protection are approved
  • Day 1 and Day 100 integration plans are documented and staffed
  • agency investor checklist has no unresolved critical unknowns

How LOI playbook is used in orchestrator runs

When a deal reaches diligence, the LOI playbook is not optional guidance; it is the required run module:

  • Audit run:
    • validate required inputs and identify LOI readiness gaps
  • Plan run:
    • produce option ladder, downside sensitivities, and approval packet
  • Execute run:
    • issue LOI, track term variance, and enforce re-approval on material drift

Required output from diligence -> loi:

  • completed ma-loi-playbook.md sections
  • LOI approval packet
  • top 10 deal-risk register with owners

Active deal application: Olivo pilot

Current intended usage for the Olivo pilot:

  • use ma-loi-playbook.md section “Active application lane: Olivo pilot deal”
  • enter ma-deal-execution-agent-workflow.md immediately after proceed-to-LOI approval
  • run Workflow C (ma-workflow-c-delivery-integration.md) in parallel from LOI build through Day 100
  • run fast-track option ladder with a balanced option as default
  • block LOI issuance until account-level transfer data and assignability checks are complete
  • route olivo-loi-approval-packet-draft.md to approvers before LOI issue
  • use this transaction as the template case for future sub-$2M agency/book tuck-ins

Graph View