The Agency M&A Gold Rush: Build AI IP or Get Bought for Parts

What’s Happening (and Why It’s Different This Time)

We’ve seen hot agency markets before. Coming out of Covid in 2021, strategic buyers were paying 10-15x EBITDA for elite agencies. These are multiples that we only see once every decade. 

Normally, agencies trade around 1-6x EBITDA, depending on scale, systems, and timing.

So what’s fueling this new wave? Custom AI development and workflow IP.

Buyers, especially PE firms, family offices, and 8-9 figure holdcos, know they can’t compete without embedded AI capability. But building it internally is slow, expensive, and politically messy. It’s much faster to acquire an agency that already has working AI workflows inside delivery.

This time, the differentiator isn’t headcount or clients. It’s infrastructure.

The Warning: No IP = “Bought for Parts”

If you go to market without defensible tech or proprietary workflows, buyers will treat you like a “parts” deal.

That means:

• You get priced for your client list and team, not your systems.
  

• You face heavy contingencies and long earn-outs.
  

• You lose most of the upside.

Most sellers in that camp land at 1-2x EBITDA with only 25–50% paid upfront.

The rest? Earn-outs they’ll never see. If you don’t build, the next two years won’t be kind.

What to Build: Your Acquisition-Grade Stack

Buyers are paying premiums for agencies that look more like product companies, with measurable, scalable IP.

Here’s the playbook:

• MCP server (data brain): your private hub to unify first-party data across tools and accounts. This becomes your proprietary dataset and reasoning layer.
  

• Agentic automations (via n8n): turn your repeatable workflows into auditable bots that lift speed and margin.
  

• Internal delivery tools: build where it actually moves SLA, quality, and margin–intake, production, QA.

Expect to invest mid-six figures and endure some operational pain. Things will break, timelines will slip. But the few agencies that push through will end up owning assets that multiply valuation.

📈 Want to know how your agency’s custom AI stack would be valued in a sale?
Book a call here and I’ll walk you through what buyers are prioritizing in 2026–2028 deals.

Who Will Buy (and What They Value)

There are three types of buyers leading this cycle:

1. Family Offices: Bolting on marketing firms to accelerate their portfolio’s growth.
   

2. Private Equity Groups: Executing roll-up theses and platform plays; they pay most for scalability.
   

3. Holdcos/Large Agencies: Need AI workflow IP now; acquisition beats internal build speed.

Strategic buyers pay premiums when your capabilities immediately unlock distribution or margin gains across their ecosystem.

If your custom workflows make their existing holdings more profitable on day one, you win the bidding war.

Timing the Market: Build Window vs. Peak Window

• Build Window: 2026–2027. Stand up, stress test, and harden your stack.
  

• Peak Pressure: 2027–2028. The buying frenzy hits as incumbents realize they’re behind.

The agencies that start building now will be the ones selling for 10-20x EBITDA when the rush peaks.

The rest will be waiting for the phone to ring.

3 Things You Can Do Today:

1. Review your delivery workflows. Identify where custom AI workflows could reduce time-to-deliver or error rates.
   

2. Centralize your data. Start building your “data brain” now. Your first-party context is the core of your valuation.
   

3. Get expert help. Don’t DIY this stack. Book a strategy session and we’ll map the exact workflows and tools to make your agency acquisition-ready.

👉 Want to be the agency selling for 10-20X EBITDA? Book your call here to start your build window now.

Want us to run a diagnostics on which of the following systems you need the most help with and put together an easy-to-implement action plan to improve them? So you can finally escape agency prison and build your dream agency? Book a demo here!

Whatever you do, do not click this; it’s a trap to catch bot clicks here.