Agency roll-up deals are becoming more common, especially as the market toughens and growth feels harder to unlock. But not every offer is as good as it sounds.
In this short video, Scaled founder Simon Penson breaks down the reality behind these deals including; how they’re structured, what’s driving the trend and why founders should approach them with healthy skepticism.
What Is an Agency Roll-Up?
An agency roll-up is when an investor or independent group buys several small agencies and merges them into one larger platform – aiming to create value through scale, shared clients and a future exit at a higher multiple.
The pitch often sounds appealing: join our group, gain resources and share in a bigger exit later.
But as Simon explains, the structure of these deals can often work against founders – with little up-front cash, reduced control, and promises of future value that may never materialise.
Why Roll-Ups Are Everywhere Right Now
The surge in roll-up offers isn’t random, it’s a sign of current market conditions.
- Agency fatigue: After a few tough years, some founders are struggling to reignite growth and see these deals as a way out.
- Buyer opportunity: Investors see a fragmented market and a chance to acquire undervalued or distressed agencies, bundle them together, and sell the combined group for more.
- Asymmetric power: Founders under pressure often accept poor terms, handing over equity and control for minimal day-one gain.
As Simon puts it, that creates a “push factor” – founders looking for an exit meet buyers hunting for bargains.
The Founder’s Perspective: Protect Your Equity
From a founder-friendly point of view, Simon’s advice is clear: your equity is the most valuable thing you own.
Too many roll-up deals ask you to give away ownership and autonomy for the promise of future returns. In reality, you may lose control of your business and culture, while holding a small, illiquid stake in a group you can’t influence.
If the deal doesn’t deliver clear strategic benefits – better clients, faster growth, shared infrastructure, or a higher multiple – then it’s not a good trade.
Questions to Ask Before Signing a Roll-Up Deal
If you’re considering an approach, ask yourself:
- How much cash is paid on day one?
Is it meaningful, or mostly deferred? - What equity do I hold post-deal?
How protected is it from dilution or poor performance elsewhere in the group? - What’s the integration plan?
How will culture, clients and brand be preserved? - What’s the buyer’s real exit timeline?
Are there guarantees or just expectations? - Who really controls the group?
Will you have influence or just employment?
These are the questions that separate a good strategic opportunity from a short-term escape.
Final Word
Roll-ups can work – when they’re structured fairly, with aligned incentives and clear value creation. But far too many founders are being offered sub-optimal deals that transfer value away from them.
Before you give away the equity you’ve spent years building, get advice, ask questions, and protect what’s yours.
If you’ve received a roll-up offer, or are considering one, Simon and the Scaled team can help you review it.
👉 Get in touch with us for an honest, founder-side view of your options.
