How to Set Up a Smooth Agency Acquisition Without an Earnout

By Jason Swenk on May 18, 2022

Are you planning to sell your agency at some point in the future? How are you preparing to make the process easier for yourself and your team? Our guest for this episode created a lifestyle business that allowed her to lead the life she wanted. When she decided to sell, she realized the business was already set up to work without her, which made for a pretty seamless selling process when the time for an acquisition came along

Jodie Cook is an entrepreneur, writer, and athlete who started as a freelance social media manager. She created and successfully ran her social media agency, JC Social Media, for ten years — even growing it during the pandemic. She’s sharing the story of how she grew her agency and sold it, without an earnout, in 2021.

In this episode, we’ll discuss:

  • Why she decided to sell her lifestyle business.
  • How she prepared for the selling process.
  • Why you should hire a broker.

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E2M Solutions: Today’s episode of the Smart Agency Masterclass is sponsored by E2M Solutions. E2M is a web design and development agency that has provided white label services for the past 10 years to agencies all over the world. Check out and get 10% off for the first three months of service.


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Building and Growing Her Agency

As often happens with agency owners, Jodie started as a freelancer and went on to create her agency once she had too much work to handle on her own. To promote services, she went to networking events telling people she was a social media manager until she got a few clients. After a while, she got to a point where she had a full-time job worth of work for herself and could choose between continuing as a freelancer or building a team.

As for hiring, Jodie says she stuck to hiring other social media managers. It was a role she knew and could evaluate and train for and as a result, she developed a successful training process.

However, she also sees her agency could only ever grow as far as her own knowledge would allow. And in hindsight, it would’ve made sense to scale by hiring for roles that are not her strength.

Setting Up a Lifestyle Business

Agency owners get into the business for various reasons but at some point, we can all expect to have some degree of freedom. Jodie found herself as the owner of a big agency where everything relied on her and didn’t feel happy. This is when she did something that would change her life and her agency. She created a document with four columns where each column represented a step for how the business would start to change to a lifestyle business that could run without her.

This was a very important exercise that would later allow her to be better prepared for a sale later on. The four columns contained:

  1. Every single process that happened at the agency
  2. Who was in charge of every task (at that moment, it was pretty much all her)
  3. Who would be in charge in the future (either by getting promoted or looking for a new hire)
  4. Her plan (actions she needed to take and even dates)

Growing the Agency Through the Pandemic and Beyond

Back in March 2020, just as the world changed with the pandemic, Jodie had been running her agency as a lifestyle business. She usually traveled for a couple of months of the year and the business ran very well. She was no longer needed there all the time for things to work correctly.

This all came crashing down with the start of the pandemic. Clients in the hospitality and travel sectors were suddenly out of business and the agency shrunk by about 25% in one week. The shift meant Jodie got back to being very much involved in the business.

Initially, she tried to figure out how to make a shift in the changing economy. This included a decision on whether or not to lay off part of her 16-member team. After a team meeting, they decided to carry on, secure the clients they still had, and work to look for new clients.

The agency offered online webinars, replacing all their in-person events, and started to build the business back up. They not only managed to get back to where the business was before March 2020, they actually grew past it.

Preparing to Sell a Social Media Agency

With the agency back on track, Jodie asked herself what was next. She could easily go back to having a lifestyle business, but she really didn’t want to be pulled back by another emergency like this one. So she made the decision to sell in August 2020.

Once she got intentional about an acquisition, Jodie started to reach out to people that knew more about the subject and could point her in the right direction. The key is not discussing an agency sale with your team and just having a small group of trusted people who can help you navigate the process. Keeping it quiet until you have signed agreements saves you from hearsay and speculation by your clients and team.

She eventually started working with a broker who clarified how to prepare for the sale process. Basically, it entailed setting up processes, a second tear management team, and documentation. Jodie was relieved to see most of this was already in place because of how she set up the agency to begin with.

This gave her the opportunity to sell faster and be comfortable meeting with potential acquirers. She wasn’t selling in a desperate moment, loved her team, and actually raved about them so it was genuinely easy to convince buyers how great her agency was. Furthermore, this helped her feel more like she was interviewing the buyers instead of them interviewing her.

Online Training for Digital Agencies

Successful Interviews with Potential Buyers

When discussing either a sale like this or even interviewing prospective clients, you want to feel in control. The person who is more eager to speak and prove themselves has lost control of the meeting. A possible buyer might even think you have something to hide if you seem too anxious.

As Jason advises, you want them to speak first because whoever speaks last is now in control of the meeting. Also, this way you can listen to them talk about their agencies and their plans for the future. Jodie listened to potential buyers first and then offered relevant information about the agency. If she had spoken first, she would probably go on tangents that didn’t really matter to them, which could ruin the meeting entirely.

Letting the potential acquirer speak first also gives you time to evaluate them to see if their agency is a good fit with yours. Remember, culture fit is one of the most important aspects of a successful acquisition.

Selling Your Agency Without an Earnout

All in all, the purchase process took six months, which is pretty quick for this type of transaction. There were two months of meetings with potential buyers. This was followed by two months of heads of terms with three of them, and then two more months of due diligence.

Initially, the three offers they got included an earnout and tied the purchase of the business to Jodie’s role in earnout period. Basically, they wanted her to take care of the team and sales which would get her more involved in the business rather than stepping away, which was the goal.

Ultimately, she was able to convince the buyers against the earnout. Clients tend to grow attached to agency owners in the sales process and they only want to deal with them. They agreed to have no earnout and the handover process took two weeks.

It takes a lot of confidence to get the deal you feel is best for you. Don’t be scared into accepting the first offer– have a number in mind before negotiations begin and be prepared to wait for it.

Is it Important to Get an M&A Broker?

Jodie did consider handling the sale by herself. If you commit to learning everything you need to learn for this process, it may be the best course for you and your agency. However, looking at the hours she would have to invest into this each day (at least 10 or 12) she decided labor would be best put into continuing to grow her agency. She opted to look for and hire a broker.

If you’re working with a broker, remember they are incentivized to get you a sale but not necessarily to get you the best possible deal. Sometimes brokers won’t educate you on whether you could be making a better deal, so remember to learn as much as you can about the process. Have the confidence to say no and wait for a better offer. It will save you a lot of regrets.

When looking to hire a broker, Jodie discovered many don’t charge based on the completion of the sale. They charge a monthly fee and hence they may not necessarily be as invested in selling your agency. Because of this, she made sure to ask for completion rates and chose someone with a very high completion rate.

Jason also recommends using a broker that charges an upfront fee, another fee once you get to the LOI, and a percentage of the exit. No recurring fee. This means they have more skin in the game are more invested in selling your agency.

Life After Selling Your Agency

Life after your agency’s sale could be more difficult to adapt to than you imagine. A lot of agency owners feel depressed and purposeless after selling their life’s work, and it’s understandable. Your “why” for selling should be very clear from the beginning. Additionally, you should start planning for your post-sale life and have other projects in mind so you can find your new purpose.

Jodie visualized the sale and had in mind the exact amount she wanted from the sale. She also had plans to travel and start a new stage of her life. It looked slightly different than she had planned, as it was still the middle of the COVID restriction. However, she took the time to figure things out and even wrote a book, Ten Year Career.

Niching Down to Be a  Successful Social Media Agency

When she first started her agency in 2011 she says it was still possible to be a general social media agency. That is something she would change if starting an agency today. “I don’t believe you can be a general social media agency. I believe you have to have a niche,” she says. She would choose a vertical and horizontal niche. Then her agency would be experts in a specific space like Instagram for restaurants or TikTok for dentists.

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