Exiting.com
The agency exit guide

Stage 1 of 5

Assess

Know what you have, what it's worth, and whether now is the time.

Before anything else, get an honest picture: your real earnings, what buyers would pay for them, what's holding the value back, and what you personally want from the sale. Most owners skip this and pay for it later.

Typically 2–6 weeks · 4 steps

  1. 1.1 Set your goals for the exit
  2. 1.2 Work out your real earnings
  3. 1.3 Get a realistic value range
  4. 1.4 Decide on timing

Step 1.1

Set your goals for the exit

A sale is a means to an end. Decide what a good outcome looks like for you before anyone puts a number on the table.

What to do

  1. 1Decide your minimum acceptable price and the number that would make you happy.
  2. 2Choose how long you're willing to stay after the sale (0, 6, 12, or 24 months) and in what role.
  3. 3Decide what matters beyond price: your team's future, the agency's name, clients' welfare, a clean break.
  4. 4Talk it through with your partner(s) and family so nobody is surprised later.

When it's done, you have

  • A one-page list of must-haves, nice-to-haves, and deal-breakers

Typically 1 week

Common pitfall

Going to market without agreeing on goals with co-owners, then disagreeing over the first offer.

Step 1.2

Work out your real earnings

Buyers price agencies on earnings, not revenue. You need to know your adjusted profit the way a buyer will calculate it.

What to do

  1. 1Pull your last three years of profit and loss statements, plus the current year to date.
  2. 2Strip out pass-through media spend so revenue reflects your net fees.
  3. 3Add back your own salary and perks (SDE) or replace them with a market-rate manager salary (EBITDA, for larger agencies).
  4. 4List one-off costs (a lawsuit, a rebrand, a bad hire) with evidence for each.

When it's done, you have

  • Adjusted earnings (SDE or EBITDA) for each of the last three years
  • A list of add-backs with supporting documents

Typically 1–2 weeks

Common pitfall

Claiming add-backs you can't document. Buyers remove them in diligence and the price falls with them.

Step 1.3

Get a realistic value range

Value = adjusted earnings × a multiple. The multiple depends on your size, niche, and how risky your earnings look to a buyer.

What to do

  1. 1Run the free Exit Readiness Score for a directional estimate based on your agency's drivers.
  2. 2Compare against recent agency deals in your size band and specialty.
  3. 3Note which drivers move your multiple most: owner dependency, client concentration, recurring revenue, margin.

When it's done, you have

  • A directional value range and point estimate
  • Your top three value drivers and risks

Typically 1 week

Common pitfall

Anchoring on a friend's sale or a revenue multiple. Two agencies with the same revenue can be worth 3× apart.

Step 1.4

Decide on timing

The best time to sell is when the business is growing and doesn't depend on you, not when you're burnt out.

What to do

  1. 1Check your trend: buyers pay for growth in the last 12–24 months.
  2. 2Estimate how long your top fixes will take; if it's 12+ months, plan to prepare first.
  3. 3Consider market conditions in your niche and your own plans (retirement, next venture).

When it's done, you have

  • A target go-to-market date
  • A go/no-go decision: sell now, or prepare first

Typically 1 week

Common pitfall

Selling after a bad year. A dip in the trailing twelve months can cut the price far more than waiting would.

General guidance only, not legal, tax, or financial advice. Every deal is different.

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