Info Pack

Everything you need to know about joining Roglo Holdings

Vision / What we are building

We are building a leading portfolio of ad platform re-seller businesses, operating at the forefront of the digital advertising ecosystem. With 4 established partners already on board, managing $272M in annual ad spend and generating over $7M+ in EBITDA, we're well on our way.

The vision is to create a unified group where all can gain the benefits of scale and enterprise value, while maintaining entrepreneurial drive – without giving up operational control.

Our target is a $150M EV / $15M EBITDA group in 24+ months from kick-off.

To achieve this, we will:

Bring together 4-6 companies with agreements under a group co.

Work with each company to increase enterprise value.

Build a group specially positioned for scale-based digital innovation/transformation (to align with known buy-side demand).

Prepare for a buyout, including appointing a group management team and succession planning.

Achieve a successful exit target (150M+ EV) within 24-36 months.

Why us?

The founders/key leaders, Leeroy Khattar + Peter Lang, are experienced operators (and practitioners) by background, with vast experience across different agency models & operations.

We Understand Re-sellers - We are familiar with ad platform re-selling at scale, having managed numerous partnerships. We understand how to build and multiply enterprise value.

We Understand Growth - Having built and scaled multiple companies from $5M to $75M+ revenue in a cross-market international environment, we can help with not just the exit but also the growth.

Benefits / Why join?

A different growth and exit option

You have a successful business that you are looking to grow – now is the time to consider the different options to balance growth, exit, culture, and control.

A better exit

A more financially beneficial way for owners while offering greater group scale together with larger enterprise value + bigger multiples (10-15x instead of typical 3-5x) on better terms.

Supported Growth

Being part of a bigger group, a different go-to-market and contract target can be achieved. Our existing partners are already demonstrating this, collectively managing $112M in annual ad spend. You'll have the support of both the group and successful peers for growth - including shared services and best practices, all defined together.

Before

Building solo with usual known scaling challenges.

Typical, 3-5x EBITDA exit multiple - with limited pool of trade buyers.

After

Part of a supportive group of companies.

Positive, collaborative culture to grow business and attract/retain talent.

Clear path to growing and exiting successfully.

Outcome

10-15x+ EBITDA exit outcome

With group power to negotiate terms, such as earn-outs.

Roadmap

Now (2025)

Partner identification

Partner selection & enrollment

DD & signing agreements

Group co setup and kick-off

Board of Advisors formed

Soon (2026)

Building group EV

Supporting partner companies with growth

Facilitating cross-sell

Managing shared services

Continued engagement with buy-side

Later (2027)

Group preparation for exit

Group management team and succession plan

Exit to PE/trade buyer (pre-agreed criteria to be agreed with partners)

Successful exit

What kind of group?

What are the key ingredients to a successful digital transformation or new digital innovation, with a grounded + design-led approach?

Click here to read our detailed investment thesis

The group will bring together partners across: Ad Platform Re-selling, Service Enhancement, Tech & Operations.

Not only do these complementary and adjacent value capabilities support each other well, they also correlate with buy-side demand.

Criteria

No Blackhat Traffic. Good service-offering, quality delivery, solid business. Audited Financials

Minimum 2 years in business. Path to $5-75M revenue / $1-10M EV as contribution to group event

Motivation for exit in the next 18-24 months.

A good baseline of business maturity and readiness (i.e. your business operates quite well without your eyes on it constantly)

Culture

Intentionality and thoughtfulness with the work that goes into the world

Collaborative owners, wanting to contribute to the project, up for building something great together

Sensibility - knowing that sometimes there are compromises in business, and also know that human connection + fun together binds us all

How Roglo Holdings will support you

As everyone's partner in this, we are committed to delivering a successful outcome for all. Think of our support as a basis-to-review, month-to-month, quarter-to-quarter, and yearly governance and support activities.

We will be helping direct and drive from inception to conclusion, specifically around three areas:

Buy-side connections

Maintaining regular contact with our target buy-side community (PE / trade)

Building contacts aligned with the group to demand

Roadshow to advance to exit

Group harmonization & growth

Governance of the group and course options for different business decisions

Support the collaboration of group companies

Growth advisory to help every partner company thrive

Exit

Coordinating virtual data room information

Group readiness

Preparation & negotiation (etc) to achieve desired exit

Structure

Think of it as joining a community of likeminded people, who do great business, craft quality work, and support each other on this journey.

Upon joining the group, each partner company nominates 1 person/co to be on the Board of Advisors to govern the group.

The Board of Advisors collectively make decisions on topics such as harmonisation and exit. The 'tone' we want to take is mature partners working together – versus stiff corporate governance or any kind of restrictive vibe...

The group co holds options agreements with each partner company. Prior to exit, the group co will provide the consolidated financials and buy-side facing collaterals. Roglo Holdings will operate the group co.

The group co will be the company that is sold, with a distributed percentage of each partner company EBITDA compared to group EV, while Roglo Holdings retains 19% of the group co.

Or, put another way, sharing in the gains of the group value and sale - without having to build to this scale solo.

Owners will naturally want to work out the Before & After numbers and group premium. We can also walk you through our financial modelling to aid decision-making.

Commercial Agreement & Key Terms

A summary of agreement and key terms by phase is below (we invite and encourage all prospective partners to review the full agreement, terms and take independent advice):

Enrolment

Sign On & Strategic Review:
To identify readiness - and opportunities - going into the project. Provides a strategic review, valuation, prioritised roadmap to increase enterprise value. Independent financial/accounting DD review. monthly participation fee.

Agreement Commitment:
‍One-time fee paid to the group co, giving exclusively for the period to realize the target EV % shares in the group at a later date (and entering after 36 months). See FAQs for more on this.

Growth

Operating Fee:
To cover building group and partner company enterprise value, providing Growth Advisory, M&A Advisory, Governance (etc) to the project.

Variable Shared Services Fee:
‍To be agreed with partners company owners once opportunities mapped. Nothing forced, only if makes sense to grow the value of the group and/or drive efficiencies. Ultimately decided by owners to implement. For example: Group Brand, Finance, HR/Payroll, IT, Marketing, Legal (etc) costs.

Exit

Decision-Making:
To be decided in partnership with partner owners / Board of Advisors. Transaction timescales and status throughout.

Retention:
‍The new acquirer (s) may want some when we receive a deal we choose to accept. At this point the group will ensure each partner company - at the same multiple paid for the group. This means all benefit from scale.

The exact % of group co shares received:
Will depend on the applied EBITDA contribution of each partner company at the point of exit. See FAQs for more on this.

Other

Break Up Fee:
To cover the cost to the group / other partner companies if one company chooses to leave the group. Set at $TBD

Expiry:
‍The new acquirer (s) may want some when we receive a deal we choose to accept. At this point the group will ensure each partner company - at the same multiple paid for the group. This means all benefit from scale.

The exact % of group co shares received:
The option will expire after 36 months.See FAQs for more on this.

Next Steps

Every business's different, and while these are the typical steps – sometimes not always in this order:

  1. Let's chat through any details, questions, considerations

  2. Sign mutual NDA

  3. Share financials and other information for discussion

  4. Mutual confidential meeting with other interested partners - in a group setting

  5. Review options & service agreement to enrol in group, with sign-on DD

  6. Let's Rock & Roll...up

Have questions?

Get In Touch

Or read the FAQ

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Specialized M&A for digital agencies, fintech in adtech space and ad resellers, focusing on non-integrative approaches that preserve business identity.

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