If you own an agency, you’ve probably had the approaches from people asking about buying you. The flattering emails. The exploratory calls. The time wasters.
Most of them come to nothing and that’s fine.
But over ten years of running an agency, I had a couple of conversations that got properly serious. One consumed nine months of our lives and fell apart with a few weeks to go. One ended when the buyer’s own team got fired from underneath the deal. And one was negotiated at a time when the agency and I were well and truly on the backfoot in terms of our growth.
Two of those turned out to be lucky escapes.
The third taught me the most important thing I know about selling an agency and it’s not about valuations, earnouts or deal structures. It’s that you’ll never feel 100% exit ready and neither will the agency. There’s no perfect moment. But some moments are far worse than others, and the one to avoid above all is negotiating a sale when you’re on the backfoot – or feel like you’re on the backfoot when things are actually fine.
What the backfoot actually feels like
Here’s the thing nobody tells you about negotiating from a position of weakness. It’s not that you get a worse price, although you probably will.
It’s that you spend the whole process feeling like you’re waiting to be found out.
When you’re overwhelmed and anxious going into a deal, every question from the buyer feels like a trap. Every request for information feels like the moment they’ll discover the thing that kills it. You’re not negotiating. You’re hoping to get away with it.
And due diligence makes this so much worse than anyone warns you. Think about what the process actually asks of you. You’re running the agency as normal, because nothing can slip. You’re making possibly the biggest decision of your life. And you’re keeping the whole thing secret at the same time.
It’s a second full-time job you do in the dark.
Meanwhile, every normal day-to-day problem gets magnified. A client wobbles, someone resigns, a cashflow month gets tight. Ordinary stuff you’ve handled a hundred times. Except now a deal is live, so every one of them feels like it might cost you the exit.
Suddenly, losing a £5,000 per month account gets multiplied up and minused off the value of your deal.
Why agencies breed exactly these conditions
You might read that and think the answer is simple: don’t sell when things are rough. Wait for a good patch.
The problem is that the agency model itself creates the backfoot conditions.
An agency’s product is its people. Growth means balancing staff and clients, two things that never rise in perfect unison with each other, which is why you’re permanently either too busy or too quiet. The pressure isn’t a phase you’re going through. It’s structural.
Which is exactly why you can’t treat it as background noise that will clear long enough for a deal to happen.
Even “quick” deals can take several months to complete which is a long time in the agency world.
The mistake I made was normalising the “normal” challenges. Losing clients, tricky cashflow, hiring and firing all come with the territory of running an agency, so I told myself they shouldn’t hurt. I gave myself a hard time for struggling with challenges I’d chosen and just got on with it instead of stepping back and handling things better.
That’s how you end up on the backfoot without noticing. Not through one disaster, but through years of absorbing ordinary pressure and calling it part of the job.
Once it’s out of the box, you can’t put it back in
There’s another thing worth knowing before you take that first serious meeting with a potential buyer.
A serious conversation about selling changes how you think about your agency, permanently. You can walk away from the deal. You can’t walk away from having imagined life after it if the deal doesn’t work out.
And here’s where I’ll push back on the standard advice that you’ll get from most advisors. Everyone tells you not to spend the money in your head until the deal is signed. I think you kind of have to.
The reason is simple – you need to know whether the deal is worth it for you and what the money would actually change in your life. You may have aspirations to buy a house, buy a car, look after your family or gift someone a college education.
Would the money enable these things? Could you do these things with dividends or bonuses at some point without selling?
You need to be careful not to think about this so much that it feels like you’ve lost it all if the deal doesn’t materialise. But you do need to think about it.
What being in control actually looks like
So if exit readiness isn’t about the perfect moment, what is it about?
It’s about control – of the agency and of yourself. And the second one is where most founders, me included, fall down.
Start with the four biggest sources of stress in the agency environment:
- Email and Slack/Teams.
- Meetings.
- Clients
- Your team.
If you let them, other people will control all four of these, and small issues from each compound on your ability to be effective and your mental health. During an exit process, when everything is magnified anyway, this matters even more.
Alongside these tangible things that can cause you stress, there are three specific feelings that you can have that appear as a result of them:
- A lack of time – you feel like you physically don’t have time to do all of your tasks.
- A lack of energy – you feel like you don’t have the energy to do tasks effectively.
- A lack of headspace – you want to do a task but are unable to dedicate time to think about it.
Thinking deeply about which of these (or multiple of them) you’re feeling will help you figure out where the fix or improvement actually lies.
Then get everything out of your head and into a system. “I’ve just got way too much work” is usually really “I have no system for organising it.” Listing absolutely everything is the first step and it makes you feel more in control on its own. Use Getting Things Done or anything else, but use something.
Two reasons this matters more than it looks.
- Your team copies your level of organisation.
- So does anyone doing due diligence on you. Acquirers notice whether the founder is on top of the business or drowning in it.
Finally, protect your evenings with a proper shutdown routine. Incomplete tasks dominate your attention all evening if you just stop dead (psychologists call this the Zeigarnik effect, which is a fancy name for lying awake thinking about the proposal you didn’t finish). Write tomorrow’s to-do list before you wrap up, protect your deep work time fiercely and stop checking Slack/Email before bed.
The impact of not being ready to exit
If you’re not in control of your agency, or of yourself, you’re not exit ready.
You can still sell. People do it all the time. But it’s far less likely to be on your terms and the earnout period is challenging enough when you go in strong. Going in depleted, on the backfoot, waiting to be found out, is how a life-changing event becomes something you just survive.
Everything above makes you and your agency more effective and you healthier, whether you ever sell or not. Exit readiness and running a good agency you can stand to live inside turn out to be the same work.
The buyers might never come. The control is worth building anyway.
