LONDON: LBG Media plc, a social entertainment company targeting young adults, has acquired 75% of Uncovered Holdings Limited, a U.K.-based social-first creative agency specializing in Gen-Z audiences, for an initial cash consideration of £26.8 million.
The deal includes customary adjustments for working capital, cash and debt-like items, plus an earnout cash payment of up to £7 million based on Uncovered’s financial performance in calendar years 2026 and 2027.
LBG Media also secured put and call options to acquire the remaining 25% stake, with an exercise price calculated on a nine-times multiple of adjusted EBITDA for calendar years 2028, 2029 and 2030, according to a statement.
Founded in 2017 by co-founders Chris Cookson and Catherine Orr, who will remain with the business, Uncovered employs roughly 120 people and is recognized as the No. 1 TikTok partner in the European Union. The agency was named Campaign U.K.’s Social Media Agency of the Year in 2025. Its clients include Tesco, KFC, Stellantis and Taco Bell.
For the year ended Dec. 31, 2025, Uncovered reported revenue of £10.2 million and adjusted EBITDA of £2.7 million, representing a 26% margin and revenue growth of more than 80% over the prior year. The company expects revenue growth of at least 50% in calendar year 2026 while maintaining similar adjusted EBITDA margins.
LBG Media said the acquisition is expected to deliver double-digit earnings per share accretion in the first full year following completion. The company plans to fund the deal through a combination of existing cash reserves and a new debt facility with HSBC U.K. Bank plc.
The new facility provides up to £50 million, comprised of a £35 million revolving credit facility and a £15 million accordion option, maturing in June 2029. The group has drawn approximately £17 million from the facility and used roughly £10 million from cash reserves to fund the initial consideration and associated fees, leaving about £10 million in free cash for working capital.
Uncovered will continue to operate as an independent brand within LBG Media. The combined entity will create a market-leading content studio with expanded production capabilities, including visual effects and AI-enabled creative workflows, according to the company.
“This acquisition marks another important step in our strategy to build the world’s leading social entertainment business for young adults,” said Solly Solomou, CEO of LBG Media. “Chris, Catherine and the team at Uncovered have built one of the leading social-first agencies, and by combining their creative expertise with our audience insight, publishing capabilities and global reach, we’re creating an even stronger proposition for brands looking to earn attention, build relevance with youth audiences, and win in a social-first world.”
Cookson said joining LBG Media allows Uncovered to accelerate its mission “in the U.K. and U.S. with the backing of one of the world’s leading social entertainment companies and access to one of the most engaged social audiences on the planet.”
Orr added that the combination of Uncovered’s creative expertise with LBG Media’s scale and cultural influence presents “enormous opportunities ahead for our clients, people and partners.”
The acquisition aligns with LBG Media’s strategy to increase predictable, scalable direct revenues and reduce reliance on less predictable platform-driven indirect revenue streams, the company said.
