Selling a business is a major milestone, yet many professionals in the iGaming industry have never been through an M&A process before. When they reach out to us, they often have questions about where to start, how to value their business, and what to expect during negotiations. Unlike running an affiliate operation or an iGaming platform, selling a company requires a structured approach to attract the right buyers, maximize valuation, and ensure a smooth transition. In this article, we break down the entire M&A process step by step, providing a clear roadmap for those navigating their first business sale.
Getting ready and structuring your M&A project.
A well-prepared business sale process significantly increases the chances of attracting serious buyers and achieving an optimal valuation. The first step is structuring your business to highlight its strengths while mitigating potential risks.
Defining objectives
Before initiating the M&A process, business owners should clarify their expectations regarding:
- The target valuation
- Preferred deal structure (full sale, earn-out, partial exit)
- Timeline for completion
- Post-sale involvement (if any)
Having these goals clearly outlined helps guide negotiations and ensures alignment with potential buyers.
Financial and operational analysis
A detailed financial and operational audit provides insights into the company’s profitability and long-term sustainability. This step involves:
- Reviewing profit and loss (P&L) statements, balance sheets, and cash flow reports for the past 3–5 years
- Identifying key value drivers such as recurring revenue streams, SEO performance, and traffic sources
- Assessing operational efficiencies, potential risks, and areas for optimization
Tax and legal structuring
Optimizing the tax and legal structure of the business before a sale can help minimize capital gains taxes and avoid legal complications. Business owners should:
- Review shareholder agreements and ownership structures
- Identify any outstanding legal liabilities
- Ensure compliance with regulatory requirements, particularly in highly regulated industries like iGaming
iGaming Business valuation
Determining the fair market value of a business is crucial for negotiating a competitive sale price. Valuation methodologies vary depending on industry trends and financial performance.
Valuation methodologies
The most common valuation methods include:
- EBITDA multiple: Valuing a company based on a multiple of its earnings before interest, taxes, depreciation, and amortization (EBITDA)
- Revenue multiple: Applied to high-growth companies with significant future revenue potential
- Discounted cash flow (DCF): Evaluating the present value of future cash flows
At TGC, we usually mix two or three of those methodologies to give our client a full vision on its valuation and then we arbitrate together on which is the most appropriate to its ambition.
Industry benchmarks
For businesses in the iGaming and affiliate sectors, valuation multiples are often benchmarked against recent transactions. Factors influencing valuation include:
- Traffic quality and sustainability
- Diversification of revenue streams (e.g., CPA vs. revenue share)
- Growth potential in new markets
- Brand reputation and SEO strength
Finding buyers and market approach
Identifying the right buyer is a critical step in maximizing deal value. Depending on the industry, potential acquirers may include:
- Strategic buyers: Established companies looking to expand their market share
- Private equity firms: Investors seeking profitable businesses with strong financial metrics
- Media and tech groups: Companies integrating high-traffic assets into their portfolio
- Affiliate networks and operators: Businesses within the iGaming ecosystem aiming to consolidate traffic sources
At The Gambling Cockpit, we have a strong Intelligence Tool allowing us to be in touch with buyers and sellers within the industry
Pierric, CEO @ The Gambling Cockpit.
Key marketing materials
Effective marketing materials help attract serious buyers while maintaining confidentiality. These include:
- Teaser document: A high-level, anonymous overview of the business
- Confidential Information Memorandum (CIM): A detailed document covering financials, traffic, business model, and growth opportunities
- Non-Disclosure Agreement (NDA): Ensures that sensitive business information is protected before disclosure to buyers
Direct outreach vs. intermediaries
Business owners can either:
- Engage directly with buyers through industry connections
- Work with M&A advisors such as TGC, investment banks, or specialized brokers to manage negotiations.
Delegating the M&A process to an intermediary frees up management time and resources, allowing them to focus on the company’s core operations. This can be crucial, especially during a complex transaction. Also, M&A intermediary are usually paid on success, aligning the intermediary’s interests with yours. We are incentivized to achieve the best possible outcome for you.
Due diligence and negotiations
Once buyers express interest, they conduct due diligence to verify the business’s financial and operational standing. This stage is crucial in finalizing deal terms.
Due diligence process
Buyers assess various aspects, including:
- Financial records: Revenue, expenses, cash flow trends
- SEO performance: Backlink profile, organic traffic stability, Google updates impact
- Legal compliance: Contracts, regulatory requirements, potential disputes
- Operational dependencies: Key personnel, technology stack, supplier agreements
A well-organized data room—a centralized repository of all essential documents—facilitates a smooth due diligence process.
Negotiation strategies
Key negotiation points include:
- Purchase price and structure: Upfront payment vs. deferred payment models (e.g., earn-outs based on performance)
- Transition period: Seller’s involvement post-acquisition
- Representations and warranties: Seller guarantees regarding financial statements and operational conditions
A Letter of Intent (LOI) is signed once both parties agree on initial terms, setting the stage for the final contract.
Closing the deal
The final phase involves executing the purchase agreement, transferring assets, and ensuring a seamless transition.
Finalizing legal agreements
Key documents at this stage include:
- Share Purchase Agreement (SPA): The primary contract outlining terms of the sale
- Earn-out agreements: Defining performance-based deferred payments
- Non-compete clauses: Preventing the seller from launching competing businesses
Asset transfer and transition planning
A structured transition ensures business continuity post-sale. This may involve:
- Migrating ownership of domains, platforms, and operational assets
- Transferring customer and supplier relationships
- Transitioning key employees under the new ownership
Once all financial transactions are completed, the deal is officially closed, and ownership is transferred to the buyer
Then comes the Post Merger Integration
PMI is as critical as finding the right opportunity in M&A, since a bad integration will only lead to extra costs, tech issues and legal difficulties. We’re used running such projects and have already tackled the topic in another article. In case of you’re dealing with PMI by your own, we provide a free checklist.
Successfully selling a business requires meticulous preparation, strategic marketing, and strong negotiation skills. By understanding the M&A process and working with the right advisors, sellers can maximize valuation and ensure a smooth transition. Whether exiting an iGaming affiliate business or another digital venture, following these best practices will enhance deal success.
We are trusted by a wide range of affiliates, operators, and providers to deliver on their M&A strategies. We are dedicated to helping you succeed in your ambitions and capitalize on market consolidation in 2025.
Reach us directly through the following links.
Pierric Blanchet
Founder @ TGC
Frequently asked questions by our iGaming clients
The M&A process typically takes 6 to 12 months, depending on deal complexity, buyer interest, and due diligence requirements. At TGC, our average process is around 5 months.
Focus on:
– Increasing EBITDA through cost efficiencies
– Strengthening SEO and organic traffic sustainability
– Diversifying revenue streams to reduce risk exposure
– Highlights the right metrics depending your position in the gambling value chain (Affiliates would have to focus on SEO, returning visitors, conversion rates and margin rates for PPC for instance)
An earn-out is a deferred payment structure where the seller receives additional compensation based on future business performance. While it can increase overall deal value, it also carries risk if post-sale performance declines.
An experience M&A partner delivers high value in the achievement of your ambitions and makes your save time, even more if you’ve never done such projects.:
On top of that, external advisors also bring better valuations, faster results but can also help you structuring your Mergers and acquisitions department.
M&A isn’t an overnight thing and is sometimes frustrating for people that it’s not their job. Being supported by The Gambling Cockpit prevents our clients from unfavorable earn-out terms, we also limit post-sale legal disputes.