Business Broker & M&A Advisor Agreements
Choosing the Right Mandate for an iGaming Exit
Once you have resolved to divest your iGaming asset—whether a sportsbook skin, an affiliate network, or a turnkey casino platform—the next milestone is formalising how you will engage professional representation. In practice, that means selecting the mandate that governs your relationship with an M&A advisor or licensed business broker. Below is an in-depth look at the three prevailing mandate types, followed by practical guidance on term length, cancellation rights, and fees—all framed for the highly regulated, cross-border realities of the iGaming sector.
Mandate Comparison at a Glance
| Feature | Exclusive Mandate | Exclusive-Agency (Firm) Mandate | Open (Non-Exclusive) Mandate |
|---|---|---|---|
| Representation | One advisor only; they earn a fee even if you source the buyer | One advisor markets the asset; no fee if you self-source | Multiple advisors or direct sale; fee only to the closer |
| Typical Duration | 6–12 months with “tail” protections | 6–12 months; identical tail | 3–6 months, often rolling |
| Buyer Access | Deep network, curated NDAs, confidentiality preserved | Same as exclusive, but DIY option retained | Broader reach but lower control; confidentiality risk rises |
| Average Fee* | 8–12 % of deal value, sometimes sliding scale | 8–12 % if advisor closes | 10–12 % to whichever advisor wins |
| Best For | Operators prioritising speed, confidentiality, and licence transfers | Founders with warm buyer pipeline but needing market coverage | Sellers testing price or unwilling to commit to one advisor |
*Mid-market iGaming deals (€1 m–€15 m). Larger transactions trend below 8 %.
Exclusive Mandate—Why It Dominates
In a jurisdictionally fragmented industry, an exclusive mandate hands a single advisor full authority to curate a confidential data room, map licence portability, and negotiate with counterparties that pass KYC, AML, and responsible-gaming screens. Because the advisor is guaranteed compensation on any sale during the mandate (and for an agreed “tail” thereafter), they can justify deep commercial, technical, and regulatory due diligence—a time-consuming exercise rarely feasible under a contingency-only structure.
Exclusive-Agency Mandate—Middle-Ground Flexibility
This variant lets a founder court personal contacts (e.g., an upstream supplier, rival affiliate network, or PE fund) without owing a fee if that outreach succeeds. Day-to-day marketing remains single-threaded through the appointed advisor, preserving process discipline and regulatory compliance. Fees mirror an exclusive mandate when the advisor finds the acquirer.
Open Mandate—Reach at the Cost of Control
Non-exclusive arrangements appeal to some owners because they appear cost-free until success. In practice, the absence of exclusivity can create inconsistent messaging, pricing leakage, and duplicated approaches to the same strategic buyers—red flags in a sector where regulators scrutinise source of funds and ownership changes. Deals often protract, and valuation tension weakens because no advisor is fully empowered to run a competitive, time-bound auction.
Other Key Terms
Duration & Tail. Most iGaming intermediaries seek 12-month terms—long enough to navigate licensing authority reviews in Malta, Curaçao, Gibraltar, or New Jersey. A “tail” (commonly six to twelve months) protects the advisor if a buyer introduced during the mandate closes later.
Cancellation. Reputable advisors allow termination for cause (e.g., material breach) or on notice after a minimum period. Ensure the contract specifies whether marketing collateral and data-room analytics transfer to you on exit.
Fee Architecture. Retainers are less common today but may be requested if the asset is sub-€2 m or in a niche localization requiring heavy upfront analysis. Success fees scale down as consideration rises: <€5 m often 10–12 %, €5–15 m roughly 8–10 %, and >€15 m frequently negotiated below 8 %.
Pros & Cons
Exclusive Mandate
Pros: Continuous senior-level attention; tighter confidentiality; stronger buyer screening; higher closing probability.
Cons: Obligation to pay even if seller ultimately sources buyer; limited ability to test alternative advisors mid-process.
Exclusive-Agency Mandate
Pros: Retains one-advisor discipline while rewarding owner-generated buyers; still positions the asset for a structured auction.
Cons: Advisor may allocate marginally less resource as upside is not absolute; risk of dual negotiations if the owner’s buyer engages advisor late.
Open Mandate
Pros: Flexibility; no single-party lock-in; fee payable only on success.
Cons: Mixed market signals; confidentiality leakage; weaker advisor commitment; buyers exploit competition between brokers to squeeze price.
Frequently Asked Questions
Q1 – Will a licensed broker handle all gaming-authority notifications?
A: Under an exclusive or exclusive-agency mandate, yes; seasoned advisors prepare the change-of-control filings and liaise with regulators. Under an open mandate, coordination responsibility often reverts to the seller.
Q2 – Can I cap the success fee?
A: Caps are negotiable but may reduce advisor enthusiasm. A sliding scale—e.g., 10 % on the first €5 m, 8 % thereafter—aligns incentives while protecting proceeds.
Q3 – How does a “tail” period work in cross-border deals?
A: If an acquirer first inspected your data room during the mandate and closes within the tail (commonly 6–12 months after expiry), full fees apply, even if the formal mandate has lapsed.
Q4 – What documentation must I supply before go-to-market?
A: Expect a three-year P&L, traffic or GGR analytics, platform contracts, IP assignments, and proof of licence compliance. Advisors cannot launch without them.
Q5 – Does an earn-out affect broker compensation?
A: Most mandates apply the success fee to consideration paid at closing and to any deferred or earn-out payments when they crystallise. Confirm timing and calculation method in writing.
Bottom Line
In the iGaming arena—where regulatory approvals, payment-service provider comfort, and responsible-gaming obligations intersect—a disciplined, confidential, and expertly managed process yields the strongest valuations and the smoothest handovers. While open mandates tempt with apparent freedom, the exclusive family of engagements consistently delivers better outcomes for serious sellers ready to transact.
