Let’s talk about one of the most misunderstood (and emotionally charged) parts of any deal: negotiation.
Most agency owners approach a negotiation thinking it’s all about one number — the price.
But that’s exactly where most sellers go wrong.
In reality, the purchase price is just one part of the deal. The structure — how that price is paid, under what terms, and with what obligations — often matters far more.
Here are a few common traps I see sellers fall into again and again:
1️⃣ Focusing only on the headline number.
A $10M offer sounds better than $8M… until you realize $4M of it is an earnout tied to performance metrics you don’t control.
Always ask: What’s guaranteed vs. what’s contingent?
A lower price with cleaner terms often beats a higher price full of conditions.
2️⃣ Assuming the first LOI is final.
The LOI (Letter of Intent) feels like a finish line — but it’s actually the starting line.
Everything that follows — due diligence, final agreements, working capital adjustments — can change the economics of the deal.
Smart sellers keep some flexibility and don’t emotionally “bank” the LOI number too early.
3️⃣ Ignoring working capital.
This one surprises a lot of founders.
Buyers expect a certain amount of working capital (cash, AR, prepaid expenses) to remain in the business at closing. If you haven’t planned for that, it can reduce your actual cash proceeds by hundreds of thousands.
Don’t find that out the week before closing.
4️⃣ Negotiating emotionally.
Selling your agency is personal — you built it. But emotion clouds judgment.
I’ve seen founders walk away from great offers because they felt “disrespected,” and others accept poor deals because they just wanted it over with.
Take a breath, get advice, and remember: this is a business transaction.
5️⃣ Not understanding post-closing obligations.
Non-competes, transition periods, consulting agreements — these can all shape what your life looks like after closing.
Don’t just focus on the check. Think about what you’ll actually be doing 3, 6, 12 months later.
Here’s my advice: don’t negotiate to win — negotiate to align.
Because when alignment is strong, both sides walk away happy, and the business you built continues to thrive.
Contact us if you’re and agency owner and have considered selling or joining something bigger.