It arrives as an email, or a message from someone you half recognize, or a call from a number you don't. They've been watching your market. They admire what you've built. They'd love to have a conversation about what the future might look like.
And then, sooner than you expected, there is a number.
Something strange happens to that number once you hear it. It stops being one person's opinion and starts feeling like a fact about your life's work. You run the after-tax math in your head. You feel insulted, or you feel tempted, and both reactions come from the same mistake: you are treating the offer as a measurement.
An offer is a bid, and a bid is a statement about the bidder.
An offer prices your situation, not your business
The buyer is not calculating what your agency is worth. They are calculating what they can get it for. Those are two different exercises with two different sets of inputs, and only one of them has much to do with the quality of what you built.
The inputs to the second exercise are things like: whether you have other options, whether you can prove your own earnings, whether the market just gave you a soft quarter, and whether you sound tired on the phone.
Two examples from this industry make the point. One founder was running an agency at $4.3 million in annual revenue during a down cycle when a buyer offered one million dollars. Another was offered $4 million for a business doing $4 million in annual turnover, and found himself genuinely weighing it. One offer is a fraction of a year's revenue, made to a business coming through a rough stretch. The other is a full year of it, made to a steady one. Both tracked the same input: what the buyer believed the seller would accept.
The first of those two stories is mine, and it has a first half most people have not heard.
At our peak, Aerial Canvas was offered like I believe 6.7 million when we're doing 7 million a year for our agency, which was like a 5, 6x multiple, you know, on our forward projected cash flows and profit. Even though [we] weren't super profitable at the 7 million because [we] were investing. And I turned that down because I thought I'd turn Aerial Canvas to a 10, $20 million company on my own.
He said he offered a million dollars to buy Aerial Canvas even though we did 4.3 million in revenue. And I knew we could turn it around with smarter financial decisions, just dialing it in. So it was kind of offensive.
Two years separated those numbers. In between, revenue went from $7 million to $5.7 million to $4.3 million, half the team was laid off, and the CEO stepped down. The second buyer was not pricing the brand or the client list. He was pricing a founder in a bad year who was visibly spending his time helping other agencies, and he priced it at about a seventh of the earlier bid.
I've had like a 4 million dollar offer, which is exactly the sort of turnover I was turning over last year. And I've gone, should I take this? 4 million is not a bad number. And it's kind of one of those things that you go, should I do it?
Notice what is being weighed there. Not adjusted earnings. A number, against a feeling. That is exactly the position an unsolicited offer is built to put you in.
The buyer had a number before they had your name
None of this is personal. It's a process, and it runs whether or not you're paying attention to it.
Brad Ziemer at Window Still buys agencies in this industry at around 2.83× earnings, over and over. He runs twelve AI-trained cold callers at four dollars an hour, working through the industry to find owners who are tired or coming off a bad Q1. Full Package Media runs a similar playbook, closing multiple acquisitions a year in the same mid-tier. Zillow's acquisition of VRX told every platform company watching that buying your way into media services works.
By the time an offer reaches you, it has already been through a machine. The buyer knows, roughly, what they will pay for a business your size before they know anything about your business except its size.
At the small end the machine is simpler and the number is a share of revenue. In one sell-side audit this summer, the owner walked in thinking $100,000 to $200,000, the analysis said $90,000 to $120,000, and asked whether he would take $100,000 tomorrow, he said he wanted $130,000 to $150,000; three numbers, one business, none of them yet from a buyer, and What Your Agency Is Actually Worth has the full audit.
Window Still has already acquired LPG.
LPG lifestyle production group, it sold for 1.2x revenue. I think it sold for 1.1 million. And it was doing around 800, 850k with pretty good margins.
Read those numbers with a cold eye. A decade of household-name equity in luxury video, healthy margins, and the brand did show up in the price: on those margins the deal ran a shade above what a systematic buyer's standard predicts. That is what a real brand earns in this market, a premium measured in fractions of a turn, inside a process the buyer has run many times and the seller runs once.
Further up the market, larger agencies in this industry have paid around 3× for businesses that were potentially worth 5 to 6× with preparation. Nobody was deceived. The spread is the difference between a seller who arrived with evidence and alternatives and one who arrived with neither.
Why the first number tends to land near half
The advisors and operators around this group put an unprepared seller's outcome at fifty cents on the dollar or less against what the same business could command organized and ready. The working target held inside this network is at least eighty.
That gap does not get closed by being tougher in the meeting. It gets closed by what you carried into the meeting.
One former owner in the group learned the timing half of this the hard way. He was approached in November 2025 with an offer he now says he should have taken on the spot, "because the whole team was intact." He said no, then yes, went into diligence, and got cold feet over whether his books were in order. Then his director of operations quit, took the SOPs and one of the shooters with her, and told the rest of the staff what everyone earned. He and his wife went back into the business for four months to steady it, and sold in April 2026. What happened to the number: nothing. The advisor who had valued the business told him "you're still worth the same," with a better margin because a $75,000 salary had just come off the payroll, and the buyer's original offer held. The price was about the earnings and whether they would transfer.
What actually creates leverage
Four things, and none of them are negotiating tactics.
Knowing your adjusted EBITDA. Not revenue, and not the bottom line as it appears on your P&L. Adjusted EBITDA is earnings with the personal expenses, one-time costs, and owner compensation corrected to what a normal owner would see; What Your Agency Is Actually Worth walks through the four add-backs. Owners who have never been through a sale routinely underestimate this number, which means a fair share of the offers that feel insulting are insulting relative to a figure the owner has never calculated. You cannot defend a number you don't have.
Books that make it provable. An add-back you can document is an add-back. An add-back you merely assert is a discount waiting to happen in diligence. In the audit above, the owner's salary and an 8% gap between the booking platform and the books both had to be proved before a buyer could discount them, and revenue down 7.8% in an up market had to be explained before a buyer supplied a worse reason.
A one paragraph data backed 2026 revenue explanation and a ranking list of accounts worth reactivating. That is what my buyer wanted to see and that is what we gave them. We gave them, hey, these 20 people have churned in the last year.
Alternatives, including not selling. The strongest sentence in any negotiation is that you're genuinely fine either way, and it only works when it's true. An owner with a growth plan and no urgency is a different counterparty than an owner with neither, and buyers can tell the difference in the first ten minutes. The owner in the audit gave the right answer to the $100,000 question without knowing it: "Not right away," and then, before the price, "investigate the buyer, see like what they're actually about."
Peers who have seen deals. The first transaction you ever see should not be your own. Three agencies from this group have gone to the sell table in the past two years, and the owners who sold are on the coaching calls now, which is a different starting point than a first offer at your kitchen table.
An offer is information, not a verdict
Someone with capital looked at your market and concluded your business is worth owning. That is real information, and it is good news, whatever you think of the number attached to it. The offer also tells you which category the buyer has filed you under and what they believe about your situation. Both are useful. Neither is a valuation.
So the right response to a first offer is a question, then several more. What is that number based on? Is it a multiple of adjusted earnings or of revenue, and which earnings figure are you using? How much of it is paid at close? What is the rest contingent on, and who controls those conditions? A buyer who has done this many times will answer all of that smoothly. Your ability to evaluate the answers is the whole game.
Before any of that, you need your own number, built from your adjusted earnings. You can run the numbers on your own agency in a few minutes.
The first offer is one buyer's opinion, shaped mostly by things that have nothing to do with how good your business is. Change those inputs and the number moves with them. For why this industry is heading toward that conversation whether or not any of us are ready, the full A27M thesis lays it out.
