Deal Structure: SBA Loan, Seller Note, and Equity

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Most agency owners stumble into their first business almost by accident, learning as they go. But have you ever considered buying your first agency as a way to enter the industry with a head start? The right acquisition can give you an established team eager to keep growing, a base of engaged clients, and strong positioning in the market.

Today’s featured guest took this path and is now the proud owner of a thriving agency. He always knew he wanted to run his own business, and when it came time to choose an industry, the agency model was the perfect fit for his love of project management and tech.

He shares how he chose and purchased his agency, why he was fortunate to instantly click with the previous owner, the kind of deal structure he recommends for these situations, and the lessons he’s learned along the way.

Zander Barth is the Director of Colophon New Media, a website development and digital marketing agency in Charleston, South Carolina. He isn’t your typical agency owner since he didn’t start his agency from scratch. Before that, he was managing boiler houses and wastewater plants as a chemical engineer. His path went from factory floors and Tesla consulting gigs to agency owner.

In this episode, we’ll discuss:

• Why buy instead of build an agency from scratch?

• Retaining clients and culture in an ownership transition.

• Acquisition deal structure: earnouts, financings, and gotchas.

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Sponsors and Resources

E2M Solutions: Today's episode of the Smart Agency Masterclass is sponsored by E2M Solutions, a web design, and development agency that has provided white-label services for the past 10 years to agencies all over the world. Check out e2msolutions.com/smartagency and get 10% off for the first three months of service.

Buy vs Build: Why Acquistion Wins

Most agency stories start the same way: someone freelances, gets referrals, and suddenly they’re running an agency. Not Zander. Having always wanted to work for himself, he was set on finding a business to acquire after realizing he didn’t want to stay in the corporate grind. Instead of an MBA, he gave himself what he calls a “redneck MBA”—a crash course in QuickBooks, masterclasses, and every free course he could get his hands on.

His search started broad. He looked at electrical contractors, engineering firms, and everything in between. But when a broker introduced him to Colophon New Media, something clicked. The agency world lined up with his love for project management, customer communication, and tech. He hit it off with the founder, who was ready to retire, and within four months, Zander was under a Letter of Intent (LOI).

The Transition: Keeping Clients and Culture Intact

One of the biggest risks in buying an agency is losing clients or losing the team. But Zander got lucky. The founder stayed on for six months to ease the transition, the team had incredible tenure (average of 8–10 years), and clients stuck around. Instead of turnover chaos, he stepped into a culture that was already strong.

What he focused on was core values. He knew the agency’s success was built on the team’s shared beliefs and long-term commitment. His goal: protect that culture while adding new faces who align with it. Processes and systems matter, but at the end of the day, it’s the people and values that keep clients around.

The Deal: No Earnout, Straightforward SBA Financing

Zander’s purchase deal was simple:

• 10% equity down

• 10% seller note

• 80% SBA loan (7A)

No earnout. Was it risky? Maybe. But for him, it worked because he and the seller had great rapport. They respected each other, and shared the goal of keeping clients happy and the agency thriving.

However, Zander is very aware of how lucky he was and that is not always the case. So his advice for agency owners is to structure the deal in a way that people are incentivized to help the business grow after they’re gone.

Pro tip: Before buying, always ask the seller why they’re really selling. Burnout, boredom, or just wanting to hit the road in an RV with their spouse - it all matters. If their motivations align with your vision, you’ve got a shot at a smooth handoff.

Surprises, Gotchas, and the Role of Luck in Acquisition

Every acquisition has surprises. For Zander, it wasn’t massive skeletons in the closet but rather small bits of “tribal knowledge” that came up months later. Old client quirks, history buried deep, the stuff you don’t see in due diligence. His mindset was just to roll with it. “I just try to get good at riding the wave,” he said.

And he’s honest about it: luck played a big role. You can prep all you want, but signing a deal that puts you on the hook for big debt is scary. You’ve got to trust your gut on the seller and back yourself to figure out the rest.

Zander’s advice is to make sure you vibe with the seller. As odd as it sounds, there’s nothing more important in his experience than feeling he was able to truly understand the seller. He wanted someone who was really proud of their legacy and willing to grow and protect it.

How AI is Shaping M&A and Agency Operations

Back when he bought the agency, Zander was still not using AI in both due diligence and agency work. Now, however, he’s building “co-pilot bots” to analyze data, troubleshoot, and even stress-test M&A opportunities. His advice for other agency owners: if you’re not using AI daily, you’re leaving efficiency—and insights—on the table.

AI won’t always 100% right, but it gets you thinking differently. For M&A especially, tools like ChatGPT can surface blind spots you didn’t even know existed.

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