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Why are more agencies selling right now? If this trend has made you think about selling, is it because the market is hot… or because you've outgrown your role?

If you're seriously thinking about selling your business, you should know that it'll ultimately come down to whether it can survive without you, and whether you want it to.

Today's featured guest breaks down what's really driving the surge in agency acquisitions right now. He goes beyond surface-level multiples and unpacks what buyers actually look for, why most founders sabotage deals during diligence, and how AI is quietly separating premium agencies from the rest.

This conversation will challenge how you think about growth, ownership, and your role in the business.

Azim Nagree leads M&A Origination at Herringbone Digital, a private equity-backed platform acquiring and scaling digital marketing agencies.

Originally trained as an M&A lawyer in Australia, Azim quickly realized he didn't enjoy the legal side of deals, but loved the strategy and deal-making behind them. Over the past 5–6 years, he's focused exclusively on agency acquisitions, working with founders navigating exits, partnerships, and scale.

He brings an operator-meets-investor perspective, understanding both what founders want and what buyers actually value.

In this episode, we'll discuss:

Why are PE firms interested in agencies?
3 filters most agencies won't pass.
The silent deal killer

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Sponsors and Resources

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Herringbone Digital: If you're thinking about exiting now, planning a few years ahead, or just want to understand your options, you should know about Herringbone Digital. They're not a typical financial buyer. They're operators who actually understand what it takes to build and scale an agency because they've done it themselves. Their approach is simple: invest in great founders, protect what's already working, and help agencies scale faster. Go to https://www.herringbonedigital.com/swenk and start the conversation.

The Real Reason Agencies Are Getting Acquired Right Now

There's a massive misconception in the market that agency acquisitions are happening because agencies suddenly became more attractive.

That's not the full picture.

What's actually happening is a capital problem, not an agency problem.

Private equity is sitting on over $1 trillion dollars of unallocated capital. That money has to be deployed. And agencies, when structured correctly, check a lot of boxes: recurring revenue, strong margins, and fragmented markets ripe for consolidation.

That's why you're seeing more deals. Not because every agency is valuable, but because capital is aggressively looking for places to go.

However, you can't assume that just because deals are happening, your agency is ready to be bought.

It's likely not.

Buyers aren't just looking for revenue. They're looking for structure, predictability, and independence from the founder.

If your business still relies on you for sales, delivery decisions, or client retention, it's not an asset. It's a job with revenue attached. And buyers know the difference immediately.

3 Filters Every Serious Buyer Uses

Most founders think deals come down to valuation.

In reality, every serious buyer is evaluating three things before they even care about price:

1. Strategic Fit

Why does this deal exist?

If there's no clear reason, new market, new capability, better economics, it's dead on arrival.

Buying (or selling) just because it "feels like the right time" is how bad deals happen.

2. Cultural Fit

This is the one founders underestimate the most.

You're not just selling a business. You're entering a relationship that could last years.

If there's friction early, it doesn't get better later. And forcing alignment for the sake of a deal almost always ends badly.

3. Financial Reality

This is where the truth shows up. You can't "position" your way past bad numbers.

Buyers will find churn issues, margin leaks, and unstable revenue during diligence. Trying to hide it just wastes months, and kills trust.

The strongest sellers aren't perfect. They're transparent.

The Silent Deal Killer: Founder Behavior During Diligence

Here's something most people won't tell you: Deals don't usually fall apart because of numbers.

They fall apart because of founder behavior during the process.

Diligence takes 3–6 months. And during that time, many founders mentally check out.

They assume the deal is done and take their foot off the gas.

They start thinking in terms of "their problem soon, not mine."

That's where things break, clients churn, and revenue dips.

Key employees sense uncertainty and start looking elsewhere. And suddenly, the business the buyer evaluated is not the business that exists anymore.

From the buyer's perspective, that's a red flag.

The rule is simple: Run the business like you're never selling it, even when you are.

Ironically, that's what makes it sellable in the first place.

The Real Question: Should You Sell?

Selling isn't just a financial decision. It's also a personal one.

The best founders who sell have clarity on two things:

What they want to do next
Whether they've truly outgrown their current role

Regarding the first one, there's no wrong answer. Some buyers are looking to transition the founder out of the business in just 3-6 months. Some are looking for founders who want to stick around for a few years. The important thing is to be honest about your plans.

Without that clarity, selling often creates more problems than it solves. Because removing yourself from the business doesn't automatically create purpose.

AI Isn't Increasing Valuations. Bad Thinking Is Lowering Them

A lot of PE firms are buying agencies based on their use of AI.

Now, what these firms are looking for is AI as strategy, and using ChatGPT for content is not a strategy. That's a tool.

Buyers don't care if you use AI tools. They care if AI shows up in your business fundamentals. This means that effective use of AI would show up in:

Higher margins
Lower cost of delivery
Increased retention
Better client outcomes
Faster execution

If AI isn't impacting those metrics, it's irrelevant.

The agencies commanding higher multiples right now aren't "AI agencies." They're system-driven agencies using AI to enhance leverage.

They've embedded AI into workflows, decision-making, and delivery, not just content creation.

A powerful example shared in the episode:

One agency built a custom AI model for every client using all available data, sales conversations, onboarding insights, business goals.

That model informs everything:

Campaign
strategy
Reporting
Communication style
Execution

The result is that every client feels like the only client, without increasing workload.

That's leverage.

And that's what buyers pay for.

Ultimately, most founders understand they need to wrap their heads around the use of AI as a strategic advantage. Whether they're really doing it or not is another issue.

So ask yourself if, other than requiring your team to use AI, you're actually investing in it, whether through training, creating roles centered on AI experimentation, or providing resources to support that learning curve.

If not, you won't actually affect the metrics that matter.

The Bottom Line on Agency Acquisitions

The agencies that sell well aren't lucky. They're structured.

They've built:

Predictable revenue
Strong margins
Low founder dependency
Systems that scale

Selling is just a byproduct of that.

Want to Know If Your Agency Is Actually Sellable?

If you're thinking about selling, or just want to build a more valuable, less dependent agency, you need to understand where your bottlenecks actually are at a structural level.

If you want to map that out with real numbers, real operators, and a proven sequence, the next step is simple:

Join a room where this is the standard, not the exception. Check out Herringbone Digital to start a conversation.

Do You Want to Transform Your Agency from a Liability to an Asset?

Looking to dig deeper into your agency's potential? Check out our Agency Bluepri nt. Designed for agency owners like you, our Agency Blueprint helps you uncover growth opportunities, tackle obstacles, and craft a customized blueprint for your agency's success.

Why Most Agency Acquisitions Fall Apart (And What Buyers Actually Want) with Azim Nagree | Ep #896

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Why Most Agency Acquisitions Fall Apart (And What Buyers Actually Want) with Azim Nagree | Ep #896