EP.40 - How to Exit Your Agency the Smart Way

In this solo episode of Retained Trust, host Karl Hughes walks through the real-world process of selling a digital marketing agency. Drawing on his experience as both a buyer and seller, Karl lays out the key financial concepts—like EBITDA and SDE—that shape valuations, and explains what makes an agency attractive to buyers. He covers everything from owner independence and recurring revenue to deal structures and post-sale regret. Whether you're years away from selling or ready to explore offers now, this episode provides a practical roadmap to getting the exit you actually want.

Key Points From This Episode:

[00:00:00] Karl introduces the solo episode and why he’s tackling the topic of selling a digital agency.

[00:00:49] The emotional complexity of selling a business and how common seller regret is.

[00:02:07] Overview of how buyers value agencies and what comps are.

[00:03:02] Definitions of EBITDA and SDE, and why they matter.

[00:04:06] Why larger agencies command higher multiples—autonomy and management depth.

[00:06:18] Key drivers of higher valuations: owner independence and recurring revenue.

[00:08:07] Client concentration risk and how it can lower your offer.

[00:09:22] How margins and growth rate influence what buyers are willing to pay.

[00:10:56] Understanding the landscape of potential buyers—from competitors to private equity.

[00:12:39] Building relationships with competitors years in advance of selling.

[00:13:48] The role of private equity and individual buyers in different deal sizes.

[00:15:32] Deal structures explained: cash at close, earnouts, seller financing, equity rollovers.

[00:19:59] What happens during the LOI and due diligence phases of a sale.

[00:22:48] Asset purchase structures and why they’re common in agency sales.

[00:23:45] Why legal counsel is essential at multiple stages in the sale process.

[00:24:57] Common seller mistakes: misunderstanding valuation and not seeking multiple offers.

[00:26:29] Post-sale responsibilities, expectations, and the risk of regret.

[00:27:59] Planning your next chapter and the importance of knowing your “what’s next.”

Links:

Karl Hughes on LinkedIn: https://www.linkedin.com/in/karllhughes

Production and editing by The Podcast Consultant: https://thepodcastconsultant.com