How to sell your agency

Originally published in Creative Review

When you’re in the process of ­selling an agency, there are loads of people you can ask for advice, but most of them will charge you for it, and not many of them have actually done it.

And even if you are lucky enough to know someone who started an agency, went through the batshit rollercoaster of running an agency, and then was lucky/privileged enough to get to a position of selling said agency, you’re not allowed to talk to them anyway, because your lawyer – to stress, your brilliant lawyer – is keen to impress upon you that there is no deal until the deal is done, and talking to anyone about it could endanger it. So, basically, shut up: you’re on your own, kid.

Which is fine. But nobody seems to have written about it, either. Which is weird, because selling an agency is fascinating. And complicated. And exhausting. And disconcertingly fragile as a process. Someone should write that down.

And so I have. Here’s the piece I wish I’d read before we sold Creature: or, as I like to think of it, how selling an agency happens not at all, and then all at fucking once.

The road to selling Creature starts in 2011, when we first opened our doors in London. There’s a whole book to be written about that bit of the process, but I’ll leave that for a few years’ time, you know, when I’ve got a bit less on. For now, I’ll just say that while we didn’t know exactly what we were doing when we launched an advertising agency, we were incredibly good at making people feel like we did, and we knew where we wanted to end up – all of which meant that, while I’m not delusional enough to call the road bump-free, we’ve had a pretty good decade of it, Brexit, coronavirus, and the accompanying economic slowdowns notwithstanding.

We’d won more effectiveness awards than any of our indie peers in that time, led a bunch of initiatives that had changed the industry for the better, said goodbye to one of our founding partners (just to America, he’s not dead), and built a business we were pretty sodding proud of – which is, I suppose, how we reached the point of selling.

Our theory was that if we focused on building a good business, full of brilliant people, people would one day want to buy it off us

It’s worth pointing out, though, that when we found ourselves starting the process of selling, we weren’t actually looking to sell. And while I feel like everyone says that, this is different, because it’s true. In fact, we’d welcomed three new partners into the fold in September, and I first told the nice M&A man we ­weren’t interested in October: we really weren’t looking to sell.

That means I can’t really comment on the ‘prepping for sale’ side of things, other than to say that we’d always believed that trying to build a business to sell always felt like doing things the wrong way round. Our theory was that if we focused on building a good business full of brilliant people that made great work and actually took the time to stand for something, people would one day want to buy it off us. And, thankfully, thanks to a few good decisions (spoiler alert: investing in your people is never a bad idea), a healthy dose of good fortune, and a fairly fundamental belief that ­something magical was always just around the corner, that turned out to be one of the things we were right about.

So. To business. Based on my experience, there are three good bits to doing a deal.

The initial conversations, when all the doubts you’ve secretly (or not so secretly) had about how good you are and how well you’re doing are pretty vigorously put to bed. In our case, those were with the leadership team of a Dutch platform called Candid, who we liked and ­trusted, had a plan we could get on board with (in short, find amazing independent agencies and support them in their quest to take over the world, starting with the UK and Europe, before quickly looking further afield – the next few years are going to be exciting), and, most of all, seemed to value our independence as much as we did.

The moment when the initial negotiation ends and you accept an offer (as an aside, when that particular email landed, I was having a beer with Ben [Middleton, Creature CCO and co-founder] by the river in Paris towards the end of our agency Christmas party – what did I say about magical things?).

And then, finally, the bit right at the end where you sign on all the digital-dotted lines.

The bits in between? Yeah. They suck.

Due diligence goes on ­forever, even if you’re a medium-sized creative agency with a ruthlessly transparent approach to how you run your business – and I will for­ever be grateful to the brilliant Siân Welsh and Shirley Watson, who bore that load with me and had to deal with a raft of questions about our insurance policies from 2019, a few inquiries about a building we were in for a ­couple of months a decade ago, and a trip to a storage facility to dig out the paper-and-ink contracts from that same residency. I mean, I get the principle of the process, but dear lord does it go on.

Worse still, though, are the bits where nothing happens. And there are tons of them. Early in the process, just before we agreed terms, I somewhat ­naïvely (to stress again – never done this before) asked our lawyer whether this was, in house-buying terms, the exchange of contracts and she was at pains to make me understand that selling a business is nothing like selling a house, there is no ‘exchange’ equivalent, and there is no deal until the deal is done. To be honest, that’s the sort of conversation that makes you wonder why you bother agreeing terms at all, but at least makes it feel like there’s something happening, which, for huge swathes of time, is not the case.

You’re just waiting. Waiting, and not telling the brilliant people who work for you what’s going on. Or why you’re in Amsterdam. Or why you’re definitely not in Amsterdam, talking to the insanely charismatic man who founded a brilliant agency called XXS 25 years ago about how his agency is about to become part of the Creature family, and why that’s an incredibly exciting thing. Or even, on one occasion, when you’ve made the mistake of wearing a nice new jacket that you’ve bought for a friend’s wedding in Tuscany into the office, and a particularly astute planner clocks that for once you’re not wearing a ten-year-old T-shirt and asks if that’s because “we’re for sale now”. So much not-truth. Which really isn’t fun.

The best thing about this story is that this deal is very much a semi-colon, not a full stop. The story continues, continent by continent

And then, all of a sudden, after all the nothing, it really does all happen at once – disappointingly, in the DocuSign age, with far fewer rooms full of leather chairs and big pens than we’d all secretly hoped. Hurried conversations about red lines you didn’t even know you had a few months previously. Fairly intense conversations about things you thought were sorted over a terrible burger in All Bar One. Secret photoshoots with Dutch people in the office on a Tuesday (thank God for the 3:2 work week). A call to Stu [Outhwaite-Noel, Creature CCO and co-founder] in an Aldi car park in Ipswich to check he’s happy with the new approach to working capital.

Sitting up late waiting for share certificates that are definitely coming over tonight, until they definitely aren’t. Pulling the car over on a Lancastrian country road ­(after a very lovely lunch with my mum at the Parkers Arms) to sign the final papers. Video calls on holiday in the Lake District with new colleagues. And then, finally, the absolute joy of telling an agency that a genuinely brilliant thing has happened, and watching them quickly go from perplexed to excited to a bit drunk and asking our CSO, Gibbo, if he’s rich now.

I can’t claim to know every­thing – or even that much – about selling an agency. I mean, I’ve only done it once. But I do know that I feel incredibly lucky in lots of ways. Partly because of the amazing people that went on this journey with me, but also because of the journey itself.

Over a decade ago, our brilliant lawyer made us write down what we’d look for in a deal, should we ever be fortunate enough to find ourselves in that position, and our list was pretty short: something that protected the brand and meant we maintained a degree of control; something that made Creature feel bigger not smaller; and something that felt like the beginning of something rather than the end. Our aforementioned brilliant lawyer laughed and wished us luck, and then a decade later did precisely that deal with us.

To finish, a quick confession. At one point in the process, I broke the rules and asked a good friend in the industry whether he thought we were doing the right thing. He said, “You guys started a business and built it into something amazing that people want to buy. Whatever happens next, that’s an incredible story.”

The best thing about this ­story is that this deal is very much a semi-colon, not a full stop. The story continues; and, continent by continent, it’s time to show the world what Creature is.