LBG Media, Manchester-based online publisher of LADbible and other young adult brands, said it agreed to acquire Uncovered Holdings Limited, which it described as “a UK‑based, Gen-Z native social‑first creative agency specialising in the end‑to‑end design, production and management of social media strategies.”
The acquisition is for an initial cash consideration of £26.8 million with an earnout cash payment of up to £7 million.
LBG said Uncovered Holdings is “an award-winning Gen Z-native, social‑first agency, with deep TikTok and Instagram expertise and a strong track record of delivering culturally relevant campaigns for globally recognised brands including the likes of Tesco, KFC, Stellantis and Taco Bell.”
LBG said that alongside the acquisition, it has obtained a new debt facility of up to £50 million with HSBC UK Bank plc, comprised of a £35 million revolving credit facility and an accordion option of up to a further £15 million.
LBG Media acquired 75% of the share capital of Uncovered Holdings Limited and agreed options to acquire the remaining 25%.
Chris Cookson, CEO and Co-Founder of Uncovered, said: “Since launching Uncovered, our mission has been to build the best social first creative agency in the world.
“Joining LBG Media allows us to accelerate that mission in the UK and US 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.”
Catherine Orr, CCO and Co-Founder of Uncovered, said: “We’ve spent the last eight years building a people-first business that helps brands navigate an increasingly social-first world, while working hard to establish a growing client portfolio in the UK and emerging one in the US.
“We see enormous opportunities ahead for our clients, people and partners as we combine our creative expertise with LBG Media’s scale, insight and cultural influence.”
LBG Media CEO Solly Solomou said: “At LBG Media we’ve always believed the future belongs to businesses that understand audiences and culture.
“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.
“This acquisition marks another important step in our strategy to build the world’s leading social entertainment business for young adults. We are delighted to welcome the team to the LBG Media family and look forward to working together to unlock the opportunities ahead.”
“The Acquisition is for an initial cash consideration of £26.8 million, including customary adjustments for working capital, cash- and debt-like items, with an earnout cash payment of up to £7.0 million, based on the financial performance of Uncovered in the calendar years 2026 and 2027,” said LBG.
“The Acquisition includes partial value realisation for the founders and management of Uncovered, and full value realisation for early-stage investors in Uncovered. The minority shareholding will not accrue dividends or rights to further profit distribution, profits generated from Uncovered will accrue in full to LBG Media.
“Pursuant to the Put & Call Options, the Group has the right to acquire, or may be obligated to acquire, the remaining 25% of the share capital of Uncovered, for an exercise price which is to be calculated on agreed nine times multiple of respective adjusted EBITDA in each of the calendar years 2028, 2029 and 2030 which, if and to the extent exercised, will become payable in cash following the end of each such calendar year.”