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The agency exit guide

Stage 4 of 5

Close

Agree terms, survive diligence, and sign.

Once you accept an offer, the buyer verifies everything you've told them, and lawyers turn the deal into contracts. This is where unprepared deals fall apart, and where preparation pays off.

Typically 2–4 months · 5 steps

  1. 4.1 Sign the letter of intent
  2. 4.2 Get through due diligence
  3. 4.3 Negotiate the purchase agreement
  4. 4.4 Plan tax and structure
  5. 4.5 Sign, close, and announce

Step 4.1

Sign the letter of intent

The LOI sets the price, structure, and key terms, and usually gives the buyer an exclusive period.

What to do

  1. 1Agree price, structure (asset or share sale), payment terms, and your post-sale role.
  2. 2Limit exclusivity to a sensible period, often 60–90 days.
  3. 3Get every important term written down now; vague LOIs get renegotiated later.

When it's done, you have

  • A signed letter of intent

Typically 1–3 weeks

Common pitfall

Leaving major terms to 'the definitive agreement'. Your leverage drops sharply once you're exclusive.

Step 4.2

Get through due diligence

The buyer checks your financials, contracts, team, and legal standing. Speed and consistency build confidence.

What to do

  1. 1Respond to requests quickly from your prepared data room.
  2. 2Expect a quality-of-earnings review of your financials and add-backs.
  3. 3Answer questions consistently; one contradiction triggers ten more questions.
  4. 4Keep running the business well: a drop in results during diligence can reopen the price.

When it's done, you have

  • Completed diligence request list
  • Quality-of-earnings findings resolved

Typically 4–8 weeks

Common pitfall

Letting performance slip while you focus on the deal. Buyers watch the latest months closely.

Step 4.3

Negotiate the purchase agreement

The definitive agreement allocates risk. Reps, warranties, and indemnities matter as much as price.

What to do

  1. 1Work with an experienced M&A lawyer, not a generalist.
  2. 2Negotiate representations and warranties, indemnity caps, and escrow or holdback amounts.
  3. 3Pin down earn-out definitions precisely: how it's measured, who controls the levers, what happens if they change.
  4. 4Agree working-capital targets and how they're adjusted at close.

When it's done, you have

  • An agreed purchase agreement and disclosure schedules

Typically 3–6 weeks

Common pitfall

Loose earn-out definitions. Disputes over how 'revenue' or 'profit' is measured are the most common post-sale fight.

Step 4.4

Plan tax and structure

How the deal is structured can change what you keep by a meaningful amount.

What to do

  1. 1Get tax advice before signing the LOI, not after.
  2. 2Understand how asset vs share sales, earn-outs, and equity rollovers are taxed for you.
  3. 3Plan for any personal holding structures or reliefs available in your country.

When it's done, you have

  • A tax plan agreed with your adviser

Typically Runs alongside the LOI and agreement

Common pitfall

Finding out about a large tax bill after the structure is already agreed.

Step 4.5

Sign, close, and announce

Closing transfers ownership and the first payment. How you announce it shapes the first months.

What to do

  1. 1Sign the agreement and complete closing conditions.
  2. 2Plan the announcement with the buyer: team first, then clients, then the market.
  3. 3Prepare answers for the questions staff and clients will ask.

When it's done, you have

  • Signed agreements
  • Funds received at close
  • An agreed communication plan

Typically 1–2 weeks

Common pitfall

Clients hearing about the sale secondhand. Tell your key clients personally, on day one.

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

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