Digital Media Solutions: Performance Ad Tech Firm Transitions to Lender Ownership

Digital Media Solutions, Inc. (DMS) is a Clearwater, Florida based digital performance advertising company that connects advertisers with consumer inquiries across insurance, education, and consumer verticals. The business describes its offering as digital performance advertising solutions that blend data, marketing technology, and paid media to drive customer acquisition. Court filings show that DMS served roughly 1,800 customers in 2023 and generated a revenue mix concentrated in insurance and consumer segments, with a smaller education line. The company was founded in 2012, partnered with Clairvest in 2016, and went public through a SPAC transaction with Leo Holdings Corp. in 2020 at an enterprise value of $757 million. DMS later delisted from the NYSE in 2023 and went private in August 2024.

In mid-September 2024, DMS entered chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of Texas with a restructuring plan centered on a court supervised sale to existing lenders and a DIP facility of about $122 million. The restructuring also carved out the ClickDealer affiliate marketing platform, which the company later agreed to sell for an $8 million base price, while the core business was sold to a lender led investor group. The court approved the asset sales on November 4, 2024, and the lender led transaction closed on February 28, 2025. The buyer group was led by BlackRock funds and accounts with participation from Bain Capital, Blackstone, and Abry Partners, and the plan and disclosure statement were confirmed on January 15, 2025.

Debtor(s)	Digital Media Solutions, Inc. (37 jointly administered debtors)
Court	U.S. Bankruptcy Court, Southern District of Texas (Houston Division)
Case Number	24-90468
Judge	Hon. Alfredo R. Perez
Petition Date	September 12, 2024
Confirmation Date	January 15, 2025
Final Decree	March 28, 2025 (affiliated cases closed; lead case remains open)
Headquarters	Clearwater, Florida
Total Funded Debt	About $346.1 million (prepetition funded debt)
DIP Facility	About $121.9 million (including $30 million new money)
Stalking Horse Bid	$95 million credit bid by prepetition lenders
Sale Closing	February 28, 2025 (lender consortium acquisition)

Restructuring Path and Court Milestones

The chapter 11 cases were designed around a sale and a rapid confirmation timeline rather than a long operating reorganization. DMS and 36 affiliates filed together, and the first day package placed a lender supported sale at the center of the process. Court filings describe a prepetition marketing process that ran for nearly five months beginning in late April 2024, but no third party going concern stalking horse emerged. The debtors therefore moved forward with a lender credit bid, supported by the DIP term loan and a plan that tied recoveries to a waterfall based on distributable proceeds.

Pre-negotiated structure. The filing was announced alongside an agreement to transition ownership to existing lenders and a section 363 process intended to transfer the core assets to a lender led buyer group. The same announcement tied the restructuring to a DIP facility of about $122 million that provided new money liquidity while rolling up prepetition loans, indicating that the sale and plan were designed as a coordinated package rather than a standalone recapitalization.

The court entered an interim DIP order on September 13, 2024 and required an expedited sequence of milestones. Bidding procedures were approved on October 16, 2024, and sale orders for the core business and the ClickDealer assets were entered on November 4, 2024. The plan and disclosure statement were filed in December 2024, and the court entered findings of fact, conclusions of law, and an order approving the disclosure statement and confirming the plan on January 15, 2025. A final decree closing the affiliated cases was entered on March 28, 2025, leaving the lead case open for post confirmation administration.

Case administration. The cases were jointly administered, allowing the court to manage motions and orders on a consolidated basis while preserving separate debtor estates. Early orders included the appointment of a claims and noticing agent, and the plan administrator structure was designed to manage claim reconciliation and distributions after the sale closed, reflecting the wind down nature of the case.

Omni Agent Solutions, Inc. was appointed as the claims, noticing, and solicitation agent on the petition date. The case then moved into a wind down structure in which a plan administrator is responsible for resolving claims, administering distributions, and handling remaining estate matters under the confirmed plan.

Advisors. The restructuring announcement identified Kirkland & Ellis LLP and Porter Hedges LLP as debtor counsel, Houlihan Lokey Capital, Inc. as investment banker, and Portage Point Partners as restructuring advisor. Those roles framed a case strategy built around lender support, a rapid sale process, and plan confirmation tied to sale proceeds.

Solicitation and confirmation. The confirmation order approved the disclosure statement and confirmed the plan at a combined hearing on January 15, 2025. The order set a voting record date and an objection deadline, and the court's findings of fact and conclusions of law treated the disclosure statement and plan as a single package, moving the case directly into post confirmation administration.

Business Model and Revenue Mix

DMS positioned itself as a performance marketing platform that connects advertisers with consumer inquiries across insurance, education, and consumer categories. Court filings describe three core solution sets: brand direct campaigns with advertisers, marketplace lead distribution, and SaaS or technology solutions that provide marketing tools and analytics. The company reported roughly 1,800 customers in 2023 and a revenue mix that leaned heavily toward insurance and consumer categories.

Customer scale. Court filings report roughly 1,800 customers in 2023, suggesting a broad advertiser base even though revenue was concentrated in a few verticals. The scale of the customer list is relevant to the sale process because the lender led buyer group acquired an operating platform with active advertiser relationships rather than a single contract dependent business.

Customer verticals. A Florida business report described DMS serving advertisers across insurance, e-commerce, career, education, and consumer finance categories, illustrating the breadth of its performance marketing client base. The same report characterized the company as a technology enabled performance advertising platform, consistent with the product lines described in court filings.

Vertical concentration. The concentration in insurance and consumer categories mattered because marketing budgets in those sectors can move with underwriting and consumer spending cycles. A Law360 report highlighted DMS's exposure to auto insurance advertising, which aligns with the revenue mix data in court filings. The company also described its services to advertisers in education and consumer finance markets, which contributed to the remaining revenue share and shaped the profile of customer demand across the platform.

ClickDealer positioning. ClickDealer functioned as an affiliate marketing network with its own publisher relationships and performance marketing flow. The September 2024 restructuring announcement noted that ClickDealer subsidiaries were included in the broader sale process but not part of the chapter 11 debtors, a structure that allowed the platform to be transferred through a separate asset sale. That structure meant ClickDealer moved through a parallel transaction even as DMS pursued a lender led sale for the core operations.

The product lines reflect different revenue mechanics. Brand direct campaigns are negotiated directly with advertisers, marketplace transactions depend on lead supply and pricing dynamics, and SaaS and technology tools can generate platform fees over longer relationships. Court filings do not provide a product level revenue split, but the segment mix shows the company's reliance on categories with cyclical advertising budgets.

The company maintained a restructuring information site at AdvancingDMS.com during the chapter 11 process to communicate case updates and transaction milestones. The separate ClickDealer transaction was tracked alongside the main asset sale and reflected the decision to transfer the affiliate marketing platform outside the primary operating asset package.

DMS also has a distinct public company history that shaped its capital structure and investor base. The company expanded through a partnership with Clairvest, moved to the public markets through the business combination agreement announced in April 2020, and completed the SPAC merger in July 2020.

Path to Bankruptcy and Advertising Cycle Exposure

Court filings and contemporaneous reporting point to a demand shock in insurance advertising that hit DMS at a time when the company was already experiencing sequential revenue declines. A Law360 report on the filing noted that auto insurance loss ratios were unusually low during the COVID period, which supported advertising spend, but loss ratios worsened in 2022 and ad budgets fell. The same report described DMS as overly dependent on the auto insurance vertical, leaving the company exposed when that advertising cycle reversed.

Macroeconomic headwinds. Court filings cite inflation and post-pandemic behavior shifts that reduced advertising spend, particularly in property and casualty insurance. Those filings describe a pullback in demand from key advertiser categories at the same time DMS was managing a cost structure built around higher volume lead flow.

The operating impact showed up in revenue and covenant metrics. Court filings show net revenue declines of 15.3% in Q4 2022, 17.2% in Q1 2023, and 9.5% in Q2 2023, which contributed to covenant defaults under the credit agreement. A Florida business report put 2023 revenue at $334.9 million and down 14.4% year over year, and Q1 2024 revenue at $70.7 million and down 21% year over year.

Strategic review and liquidity pressures. Management and the board initiated a strategic review in April 2024, a process that was also described in industry coverage. Court filings show that the prepetition marketing process ran for nearly five months and did not produce a third party going concern stalking horse bid. The filings also describe a failed sale of the education software business and liquidity pressure tied to reduced cash flow and preferred stock redemption obligations, leading the company to pursue a lender supported credit bid structure in chapter 11.

Public to private transition. The company delisted from the NYSE in 2023 and went private in August 2024, a sequence that narrowed public market access shortly before the chapter 11 filing. The timeline shows a strategic review beginning in April 2024, the going private transaction in August, and the chapter 11 petitions in September, reflecting how the capital markets shift coincided with the push toward a sale process.

Capital Structure and DIP Financing

Court filings list prepetition funded debt of about $346.1 million across several term loan tranches and a revolving facility, with maturities in 2026, plus $14 million of preferred equity issued in March 2023. The debt stack was structured around a large term loan facility with multiple tranches, a bridge term loan, and a revolving credit facility.

Administrative agents. A press report identified Truist Securities and Fifth Third Bank as administrative agents on the prepetition facilities. Court filings indicate that the preferred equity issued in March 2023 carried redemption obligations that added pressure as operating cash flow declined.

Interest and maturity profile. The initial term loan and tranche B term loan carried interest at SOFR plus 8.0% or base rate plus 7.0%, with PIK options available before March 31, 2025, and the bridge term loan included cash and PIK options. With maturities in 2026, the facilities created a near term refinancing horizon just as revenue was declining. The same lender group also provided the DIP facility, giving those lenders a priming position in the postpetition capital structure.

Public reporting around the filing cited related balance sheet figures. A Florida business report listed total debt of $301.9 million and cash of $14.2 million as of Q1 2024. Another report described about $358 million of secured debt with a similar facility breakdown. The court filings provide the operative debt amounts used for plan treatment and the DIP roll up.

Financing sources. Monroe Capital listed DMS in its financing tombstone, highlighting the company's reliance on institutional credit providers in its capital stack.

The DIP financing package provided a $121.9 million priming term loan, consisting of $30 million of new money and a $91.9 million roll up of prepetition term loans. The financing carried a mix of cash and PIK interest and included milestone deadlines designed to accelerate the sale process.

Roll-up mechanics. The DIP combined $30 million of new money with a roll up of roughly $91.9 million, converting a portion of the prepetition term loans into postpetition obligations. Interest was structured with a small cash component and a larger PIK component, reducing near term cash interest while increasing the DIP balance over time. The financing also included an 8% closing premium and a $1.5 million exit premium that increased the economics for the lenders.

Sale Process and Asset Dispositions

The sale process was anchored by a $95 million credit bid from the prepetition lenders designated as the stalking horse. A press report described the stalking horse bid at $95 million plus assumed liabilities and cure costs. The bidding procedures order set the sale timeline, and the court entered sale orders for the core business and the ClickDealer assets on November 4, 2024.

Stalking horse structure. Court filings describe the purchaser as the party designated by DIP required lenders, with consideration that included the credit bid, assumed liabilities, and cure costs for executory contracts. The initial restructuring announcement noted that ClickDealer subsidiaries were included in the broader sale process but not part of the chapter 11 debtors, a structure reflected in the separate asset sale path for the affiliate marketing platform.

The core asset sale transferred substantially all operating assets to a lender led investor group, while ClickDealer was sold separately. The lender led acquisition closed on February 28, 2025 with an investor group led by BlackRock funds and accounts and participation from Bain Capital, Blackstone, and Abry Partners. The ClickDealer transaction was approved at the same sale hearing and carried an $8 million base purchase price plus working capital adjustments.

ClickDealer buyer profile. The sale approval release described iMonMedia as a global performance marketing company, and the purchase agreement included working capital adjustments and the assumption of certain liabilities. The separate transaction allowed the affiliate marketing platform to transition outside the main operating asset package.

The sales were structured to keep the operating business intact while separating the affiliate marketing platform. The chapter 11 process also clarified which entities were included in the filing and which assets were sold through parallel transactions, a structure referenced in the initial restructuring announcement. The closing announcement in February 2025 emphasized that the operating business would continue under new ownership, while the ClickDealer platform transferred to iMonMedia under its own purchase agreement.

Plan Treatment and Waterfall Distribution

The plan confirmed in January 2025 organizes recoveries through a waterfall tied to distributable proceeds and assigns claim classes based on priority and collateral status. Court filings show that Class 3 prepetition loan claims were allowed in the aggregate principal amount of $273,430,197.21, plus accrued interest and fees. General unsecured claimholders share in distributable proceeds under the same waterfall and also participate in a separate unsecured claims recovery pool unless they hold a prepetition loan deficiency or DIP deficiency claim.

Impairment and voting. The plan treats Classes 1 and 2 as unimpaired and therefore presumed to accept. Classes 3 and 4 are impaired and entitled to vote on the plan, while Class 7 equity interests and Class 8 section 510(b) claims are impaired and deemed to reject. Intercompany claims and interests in Classes 5 and 6 receive no distributions and may be reinstated or otherwise settled at the debtors option.

The plan includes debtor and third party releases and exculpation provisions. It also establishes the post confirmation governance structure used to wind down estates, resolve claim objections, and administer distributions tied to the sale proceeds. Because recoveries depend on distributable proceeds under the waterfall, the plan does not provide a fixed recovery percentage for unsecured or equity holders at confirmation, instead linking distributions to realized sale value and remaining cash after paying priority and secured obligations.

Waterfall and pool mechanics. The plan uses a waterfall recovery framework for distributable proceeds and a separate unsecured claims recovery pool for eligible general unsecured holders. That structure means the timing and size of distributions depend on the amount of cash available after paying administrative and priority claims and on the resolution of disputed claims that can affect pool allocation.

Key Case Timeline and Post-Confirmation Status

The DMS chapter 11 case moved quickly from filing to sale approval, then to plan confirmation and case closures. The timeline below tracks the major court milestones alongside the sale closing announcement.

Confirmation was handled through a combined order that approved the disclosure statement and confirmed the plan at the January 15, 2025 hearing. The sale closing followed in February, and the final decree in March closed the affiliated cases while keeping the lead case open for post confirmation administration.

The final decree closed the affiliated debtor cases while keeping the lead case open for post confirmation administration. The plan administrator continues to handle claim resolution, remaining distributions, and other wind down tasks, while the operating business continues under new ownership. The company's restructuring information site at AdvancingDMS.com remains the public facing hub for case updates and transaction information.

Frequently Asked Questions

What did Digital Media Solutions do?

DMS provided digital performance advertising solutions that connected advertisers with consumer inquiries, with revenue concentrated in insurance and consumer verticals.

Where was DMS headquartered?

The company was based in Clearwater, Florida.

When did DMS file chapter 11 and where?

DMS entered chapter 11 proceedings in mid-September 2024 in the U.S. Bankruptcy Court for the Southern District of Texas, with a petition date of September 12, 2024.

Why did DMS file for chapter 11?

Court filings cite declining advertiser spend and revenue pressure, and a Law360 report tied the downturn to weakening auto insurance loss ratios and reduced advertising budgets. DMS also reported 2023 revenue of $334.9 million and Q1 2024 revenue of $70.7 million, both down year over year.

How much debt did DMS have at filing?

Court filings list about $346.1 million of funded debt at the petition date. Public reporting also cited total debt of $301.9 million as of Q1 2024 and about $358 million of secured debt in the facility stack.

How much DIP financing did DMS receive?

The company disclosed a DIP facility of about $122 million, including $30 million of new money and a roll up of prepetition loans.

Who bought DMS and when did the sale close?

The core business was sold to an investor group led by BlackRock funds and accounts, with Bain Capital, Blackstone, and Abry Partners participating. The transaction closed on February 28, 2025.

What happened to ClickDealer?

ClickDealer was sold to iMonMedia for an $8 million base price plus working capital adjustments.

How many debtors were in the case?

DMS filed with 36 affiliates for a total of 37 debtors, as reported in industry coverage.

Who is the claims agent for Digital Media Solutions?

Omni Agent Solutions, Inc. serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

For more bankruptcy case analyses and restructuring insights, visit ElevenFlo's bankruptcy blog.