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Red flags & deal breakers: What buyers actually look for in agency acquisitions

After years of late nights, difficult clients, and hard-won victories, you’re finally proud of building an agency from the ground up – one that actually works! But now there’s no denying that you’ve hit your ceiling. You’re exhausted. The thought of scaling for an exit is overwhelming when you can barely get through your weekly pipeline review.

What most agency owners don’t realise is that the very things making them tired (inconsistent delivery, operational chaos, wearing too many hats) are the same things simultaneously killing their exit value.

Damian Papworth, the founder of white-label digital marketing agency Globital, learned this the hard way. His journey from burnout to a successful exit is more than a cautionary tale. It’s a roadmap for any agency owner who wants to sell from a position of strength, not desperation.

The hobby that becomes a business (and why that’s a problem)

Damian’s first agency, Ocean Feather, was born the same way as many agencies. It was an escape from corporate life and a chance to build something on his own terms. With freedom being the ultimate goal, structure could wait.

But this resulted in Ocean Feather growing without a clear direction. Revenue derived from multiple sources – affiliate marketing, consulting, share trading advice, and digital services. The books were messy, there was no defined niche, and it looked less like a business and more like an expensive (yet monetised) hobby.

When two businessmen approached Damian about acquiring his agency, he should have been celebrating. Instead, he was drowning – and unfortunately, they could tell. 

Buyers don’t purchase hobbies. They purchase businesses with clear value propositions, clean finances, and predictable operations. Ocean Feather had none of these, and the deal that followed proved it.

Why selling while exhausted can cost everything

The acquisition seemed like a lifeline. Damian and his team were burnt out, struggling with Google penalties, and desperately needed a win. That desperation clouded clear judgment.

What happened next was subpar due diligence, misaligned expectations, and a deal structure that fell apart within months. Soon, the business was haemorrhaging money. Wages went unpaid, clients left, and staff loyalty crumbled. Damian sat at his dinner table, unable to provide for his family, reeling from the recent passing of his best friend, and watching everything collapse.

When you’re that exhausted, thinking clearly becomes impossible. You can’t negotiate effectively or spot the warning signs that would be obvious under normal circumstances. You’ll accept almost any exit that promises relief.

https://youtu.be/JTg8x91iXCE

The profit multiple formula buyers actually use

Buyers purchase based on profit. When Damian purchased Vanilla Zulu, he paid a 3x multiple because it was a managed business with systems in place. The owner had built something that could run without them.

Consistent 5% growth beats erratic 20% growth every time. Buyers want predictability, not volatility. They want clean books, focused niches, and evidence that your profit is sustainable.

The option to outsource white-label digital marketing services for agencies can improve your margins by reducing overhead and creating consistency, which is strategic positioning for acquisition.

 

Unlock the true value of your agency’s services

Are you pricing below what your agency is worth? Our free Unlocking Growth Course teaches you how to calculate actual delivery costs, set profitable pricing, and position your agency for long-term success. Stop leaving profit on the table.

 

What not to do: Red flags that kill deal value

Buyers are looking for reasons to walk away. Don’t give them ammunition. Here are the deal-breakers they watch for:

  • Shiny object syndrome: Multiple revenue streams with no clear focus
  • High attrition: Client or staff turnover that signals instability
  • No cash reserves: Inability to weather a two-month downturn
  • Poor governance: No board meeting records or financial documentation
  • Technology blindness: Ignoring AI and emerging trends
  • Blurred lines: Personal expenses mixed with business accounts
  • Owner dependence: A business that can’t function without you

Each of these red flags could, on one hand, reduce your multiple. On the other hand, they could end the deal entirely. The good news is that they’re all fixable. You just need to start now, not six months before you want to sell.

Building an exit-ready digital agency business today

You don’t need perfection. You just need to make deliberate choices. Start with the end in mind, even if your exit is years away. Take these immediate steps:

  • Clean your books. Separate personal and business, while documenting everything.
  • Secure your delivery. Whether through white-label digital marketing partnerships or robust internal systems, create consistency.
  • Build reserves. Have at least two months of operating expenses in the bank.
  • Document processes. If it’s in your head, it has no value to a buyer.
  • Create management layers. Build a business that runs without you.

The ability to outsource white-label digital marketing services will benefit you beyond simply improving capacity. It actually plays a key role in creating exit value. Making proactive decisions like this demonstrates that your agency has scalable systems beyond a savvy founder and business owner.

Final thoughts

Damian rebuilt from nothing after Ocean Feather collapsed. He had no tangible assets, but he did have relationships, expertise, and, this time, clarity. The best time to prepare for an exit isn’t when you’re desperate. It’s when you still have energy to make good decisions. You’re closer than you think – you just need to put the right support systems in place.

 Ready to build an exit-ready agency without burning out? Our white-label digital marketing services help agencies like yours create sustainable delivery models that attract serious buyers and maximise exit multiples. Book a free discovery call today, and let’s discuss how we can secure your delivery chain, helping you focus on building a business that buyers actually want to purchase.

FAQ's

How long does it take to prepare an agency for exit?
Typically, 18–36 months to prepare. But this depends on your current state versus your target state. The key is starting sooner rather than later. White-label partnerships can accelerate this timeline by immediately creating the operational consistency that buyers value.
Should I use white-label services if I'm planning to sell my agency?
Yes. White-label services increase value by creating managed operations and demonstrating scalability. It’s about building systems that don’t depend on you, because buyers pay premium multiples for agencies with consistent delivery models and documented processes.
What's the biggest mistake agency owners make when preparing to sell?
Selling while exhausted. When you’re burnt out, you can’t negotiate effectively or spot red flags. Other common mistakes include messy books, lack of focus, high client/staff attrition, and undocumented processes. But all of these are fixable if you start planning ahead.
How do I know if my agency is ready to sell?
Ask yourself if you have clean books, consistent profit growth, low client/staff attrition, documented processes, at least two months of cash reserves, and whether the business could run without you for 90 days? If you’re answering “no” to several of these, you’re not ready yet.
What makes a digital agency valuable to buyers?
Profitable agencies with stable operations, low client attrition, and owner-independent management systems command the highest valuations.
What is white-label digital marketing?
White-label digital marketing allows digital agency businesses to provide expert services to their clients under their own brand, with the actual work being done behind the scenes by a specialised provider.
Should I outsource before selling my agency?
Yes. Outsourcing white-label services increases exit value by creating operational systems and consistency that buyers pay premium multiples for.
How do I prepare my agency for sale?
Clean your finances, secure consistent delivery through systems or partnerships, build cash reserves, document all processes, and develop management layers so the business operates independently from you.
Should I sell my digital agency or keep it?

Consider your life goals, burnout, and the long-term potential of your agency before deciding. Selling too early can mean missing out on future growth.

When is the right time to exit my digital agency?

The right time to exit is when your agency can run independently of you, and your personal goals align with the decision to sell.

What are the benefits of keeping my digital agency rather than selling it?

Keeping your agency allows you to build passive income, retain ownership, and grow long-term profits without having to sell.

Can I earn passive income from my digital agency without selling?

Yes, you can build a self-sustaining business that generates income through dividends and ongoing revenue streams.

How do white label digital marketing services help if I don’t want to sell my agency?

Outsourcing digital marketing services can help scale your digital agency by reducing your personal workload and allowing you to focus on high-level strategy, while others handle the delivery.

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