Strategic partnership proposal · April 2026

A paid digital arm
for DSG.
Owned by DSG.
Built for scale.

Prepared for
Beth Devine — Devine Solutions Group
From
Keegan Zoller — VC Solutions
Subject
An exclusive paid digital partnership, structured to grow DSG's revenue and enterprise value
100+
New clients arriving with the software acquisition
15%
Override to DSG on every paid digital dollar — for owning the relationship
The structural question

White-label was fine for six clients.
One hundred is a different company.

The current arrangement was built for a different scale. Quietly delivering paid digital behind the DSG brand worked when the book was small. At 100 clients, the structure has to change — for both companies.

Today — White-label

Paid digital is a cost line for DSG.
  • VCS operates as DSG's "director of paid digital" in name only
  • VC Solutions executes invisibly — no brand recognition, no contractual standing
  • Revenue passes through DSG, but the work and the IP live at VCS
  • If DSG gets acquired tomorrow, paid digital revenue doesn't transfer cleanly
  • If VCS hits a wall, DSG has no contracted partner to fall back on

Proposed — Parent / sub-brand

Paid digital becomes a recurring revenue stream for DSG.
  • DSG is the parent — owns relationships, master agreements, brand authority
  • VC Solutions is the named paid digital partner — a sub-brand of DSG in market
  • 15% override flows monthly to DSG on every paid digital dollar
  • Revenue is contracted, recurring, attributable — and acquirable
  • Both sides have skin in the game and a written exclusivity commitment
How it works

DSG as parent.
VCS as the paid digital sub-brand.

The same model that powers Marriott and its sub-brands, or Berkshire Hathaway and its operating companies. DSG sits at the top — owning the client, the strategy, the brand. VCS operates underneath as the named paid digital execution partner.

Parent brand · Tier 1
Devine Solutions Group
Software · strategy · client ownership
Future sub-brand
DSG service line A
Active sub-brand
VC Solutions
A paid digital partner of DSG
Future sub-brand
DSG service line B
i.
Sales support
Joins to close
ii.
Execution
Meta · geofencing · Google
iii.
Service
CSM-led day-to-day
iv.
Tech
Proprietary reporting
Paid digital client portfolio
Client pays VC Solutions  →  VCS pays DSG 15% override monthly

Revenue modeler — what DSG earns by owning the relationship

Live calculator
Clients in portfolio 100
Avg paid digital fee / mo $1,500
DSG override rate 15%
Every dollar shown flows directly to DSG for owning the relationship. No execution cost. No staffing. No tech overhead. Pure margin on the partnership.
DSG monthly override
$22,500
Direct to DSG · zero ops cost
DSG annual recurring
$270,000
Recurring revenue to DSG / yr
3-year DSG total
$810,000
Cumulative override at flat scale
Enterprise value impact
+$1.6M
Added to DSG at ~6× EBITDA
DSG override and VCS net at different client volumes.
The strategic upside DSG isn't pricing in

This makes DSG worth more.
By a lot.

When agencies get acquired, buyers pay a multiple of EBITDA — typically 4× to 8× depending on revenue quality. The structure of that revenue determines the multiple. White-label cost-pass-through doesn't get the same multiple as contracted recurring partnership revenue.

The math no one tells you

If paid digital sits as white-label on DSG's books, it's a cost line — and an acquirer questions whether it transfers at all. If it sits as a contracted 15% override from a named partnership with VCS, it's recurring partnership revenue. Same dollars in. Wildly different valuation on the way out.

Scenario A
Today's structure

White-label paid digital

Paid digital revenue runs through DSG but the delivery, IP, and team belong to a third party. In due diligence, an acquirer flags this as transferability risk — the revenue may not survive the deal.

Paid digital ARR$1.8M
Treated asPass-through
Effective EBITDA contribution~$0
Multiple appliedN/A
Adds to DSG enterprise value~$0
Scenario B
Proposed structure

15% override · contracted partnership

DSG holds a contracted, exclusive partnership with VC Solutions at a 15% override. That's recurring partnership revenue with a transferable agreement — exactly what acquirers price into multiples.

Override ARR to DSG$270K
Treated asRecurring partnership
Roughly all margin~$270K EBITDA
Multiple applied~6×
Adds to DSG enterprise value~$1.6M
Note: Multiples vary by buyer type, deal size, and revenue quality. Typical marketing services M&A multiples sit between 4–8× EBITDA; 6× is used here as a midpoint reference. The structural point holds regardless of the exact multiple — partnership revenue is worth more than pass-through revenue at exit.
What VC Solutions commits to

An exclusive partnership.
In writing. To DSG.

Below is what VC Solutions will commit to in a signed partnership agreement. Every commitment is a value transfer to Devine Solutions Group — a paid digital arm locked exclusively to DSG, delivered under DSG's brand, paying DSG monthly.

  • 01
    Exclusive marketing partnership. VC Solutions will not partner with any other marketing agency to deliver paid digital.
    DSG becomes the sole marketing agency in our partnership network. Any agency that wants what we do has to come through DSG. That's a moat — and it's yours.
  • 02
    DSG-only client servicing. Clients delivered through this DSG channel are served exclusively as a DSG sub-brand.
    No competing offers, no side conversations, no upsells outside the DSG umbrella. The client experience is DSG end to end.
  • 03
    Brand presentation as a sub-brand. All client-facing materials, decks, and reports position VC Solutions as a paid digital partner of DSG.
    DSG remains the parent brand in market. Co-branded materials, joint case studies, and the option to feature VCS as a partner on the DSG site if desired.
  • 04
    Sales support, on demand. VCS joins paid digital sales conversations whenever DSG needs technical credibility to close.
    Treat us as your in-house paid digital expertise — not a contractor on the clock. No additional charge for sales involvement.
  • 05
    Full-service delivery, with VCS infrastructure. Every client gets a CSM, the proprietary VCS reporting platform, and the same delivery quality VCS gives its direct accounts.
    DSG carries zero operational overhead for paid digital. No staffing. No tooling. No campaign QA. We absorb it all.
  • 06
    15% override paid monthly. Of all paid digital revenue from this channel, 15% flows to DSG by the 15th of the following month.
    Clean billing path: clients contract with and pay VCS, VCS remits the override to DSG. No three-way invoicing complexity. No reconciliation calls.
  • 07
    First-look on adjacent service lines. Should DSG add new paid services (LSAs, programmatic CTV, OTT, etc.), VCS extends the same structure.
    DSG never has to negotiate from scratch as new paid offerings emerge — same partnership, same override, expanded scope.

Let's build something that scales for both of us.

This isn't a renegotiation of the white-label deal. It's an invitation to build something more valuable — for DSG's growth, for DSG's enterprise value, and for the 100 new clients who deserve real paid digital expertise behind their accounts.

Confidential partnership proposal · April 2026