It’s Time for Your Agency to Exercise Its M&A Muscle

When independent agencies think about growth, the usual suspects show up first: new business, talent, maybe a sharper brand story—all important, of course—but there’s another growth muscle too many agencies don’t train until they need it: M&A. And by then, it’s usually too late to start stretching.

M&A can’t be something you react to only when an opportunity lands in your inbox. It needs to be part of your growth strategy before the right deal shows up. Done well, a “buy-to-build” approach can help you scale capabilities, expand geographically, deepen your bench and expertise, and strengthen your competitive edge beyond what organic growth alone can deliver.

At Yes&, we’ve completed seven successful deals in the past 24 months. That pace has taught us quite a bit. Some of it we expected. A lot of it we learned by doing.

Here are five questions every independent agency should ask before it starts exercising its M&A muscle.

1. Do you have a strong sense of who you are?

This is a big one.

Before you can ask another agency to join you, you have to know who you are. Not just your services or your client list or the slide in your creds deck. I mean the real stuff: what you believe, how you work, where you’re headed, and why someone else would be better off coming with you.

Because that’s what you’re really asking in an acquisition. You’re not just asking someone to sign a deal. You’re asking them to trust you with the company they built, the people they care about, and the next chapter of their professional lives.

That’s a big ask.

And here’s the thing: economics alone usually won’t carry it. For many agency principals, the money is meaningful, but it’s not always the instant, life-changing windfall people imagine. A lot of the value comes later through the earnouts and performance incentives.

So the real question becomes: do they believe their future is brighter with you?

That only happens when you’ve done the work to define and articulate who you are. If your own house is messy, no one else is going to feel confident moving into it.

2. Is your financial house in order?

A lot of M&A advice is written for companies that want to be acquired. Clean up your books. Get personal expenses out of the business. Use accrual accounting. Make your numbers easy to understand.

All good advice.

But acquiring agencies need their financial houses in order too. You need to know what you can afford, how much risk you can take on, and what kind of deal structure actually makes sense for your business. You also need to give the agency you’re acquiring confidence that you’re stable, thoughtful, and prepared for the long game.

Start with cash flow. Be brutally honest. What happens if your largest client leaves tomorrow? Can you still operate? Can you still invest? Can you still support the people you’ve just brought in? 

Then look ahead. A three-year financial outlook helps you understand what kind of acquisition you can support, what kind of growth you’re expecting, and where the pressure points are likely to show up.

And finally, know your financial options before you need them. Your banking relationships, lines of credit, and other resources matter because good opportunities don’t always arrive on a convenient timeline. Sometimes you need to move quickly. That’s hard to do if you’re still figuring out where the money would come from.

3. Do you have advisors in place? 

M&A is not the place to wing it.

Even if you’re a capable operator, you probably don’t have every piece of specialized M&A expertise sitting inside your agency. And that’s okay. Most agencies don’t.

You need people who know how to value a business, structure a deal, negotiate earnouts, review financials, and catch the things you may not know to look for. That usually means legal counsel, an accountant or financial advisor, and sometimes a dedicated M&A consultant who understands the agency world.

That last part really matters. Agencies have their own rhythms, metrics, risks, and quirks. You want advisors who understand that this is not the same as buying a manufacturing company or a software platform. 

Just as important: have those advisors in place before you’re in a live deal. 

Continuity also matters. The more your advisors know you, the better they get at protecting you. They learn your appetite for risk, your hot buttons, your red flags, and your non-negotiables. Over time, they stop being outside vendors and start becoming part of the muscle memory. When you’re deep in a deal and everyone is moving fast, muscle memory matters.

4. Are your internal teams prepared?

Deals may be negotiated at the leadership level, but they succeed or fail in the handoff.

That means your internal teams need to be ready long before the ink is dry. And integration touches everything: HR, IT, finance, legal, operations, communications, and culture. It is not one person’s side project. It is a coordinated effort, and it needs structure.

Our best integration teams are built from the people who know the agency best. The star players. The ones who understand how things really work, not just what it says on paper. They know the friction points. They know what will confuse people. They know which questions are coming before they get asked.

Give them a process. Checklists, timelines, templates. All of it helps. Not because every deal will follow the same path, but because having a strong structure gives you room to respond when each deal inevitably gets weird in its own special way.

And again, continuity matters. Once a team has done this together, they get better at it. They see around corners and can move faster. They learn what to repeat and what to improve. 

That kind of readiness can make the difference between a deal that looks good on paper and one that actually works in real life.

5. How will you integrate your cultures?

All too often, people think M&A is a numbers game. But true success requires you to put away your spreadsheets and focus on people. 

Integrating cultures is the single hardest part of the process, and it can’t be outsourced. It has to be led by the agency’s leadership. As CEO of Yes&, it’s something I personally direct. 

Our philosophy here is: open hearts, open minds. 

No two deals are alike, but we never come in thinking we know better. That mindset will kill trust before you’ve even had a chance to build it. We truly believe the agencies that join us make us better. We learn from them just as much as they learn from us.

That exchange is where the real partnership begins. 

People need to feel respected. They need to understand what’s changing, what’s not changing, and why. They need to see that you’re not trying to erase what made their agency special. You’re building something bigger together.

When people believe they’re not being absorbed but truly welcomed, you’ve already done the most important work. And that’s what makes the partnership work long after the deal is done.

Source: Yes&

  Agency, M&A, Opinion Piece, Yes&, Zihla Salinas