This is part of our WordPress Agency Acquisition Series. Be sure to view more insights we’ve shared on selling your WordPress agency.

You’ve identified a promising agency. You’ve done your preliminary research. You’ve had an initial conversation and it went well. Now comes the moment that stops a surprising number of first-time acquirers in their tracks: making the actual offer.

What do you say? What number do you use? What structure do you propose? How do you present it without insulting the seller or overcommitting yourself?

This post walks through the offer process step by step — from the first formal expression of interest to a signed Letter of Intent.

Before You Make a Number: Verify the Inputs

An offer that isn’t grounded in verified numbers isn’t an offer — it’s a guess. Before you propose any terms, you need to know:

  • Gross MRR: The total monthly recurring revenue from all active clients
  • Direct expenses: The monthly cost of delivering those services (hosting, plugins, contractors, SaaS tools)
  • Net MRR: Gross minus expenses — the figure your offer will be based on
  • Client count and concentration: How many clients, and how distributed is the revenue?
  • Churn history: What has the retention rate been over the last 12–24 months?
  • Service composition: What percentage is hosting vs. care plans vs. marketing retainers?

You don’t need to have verified every number through formal due diligence before making an offer — that comes after. But you need the seller’s representation of these numbers to be clear and specific before you propose terms. A seller who can’t tell you their net MRR isn’t ready for an offer conversation.

Choose Your Structure First, Then Your Number

The structure of your offer matters as much as the number — and for most WordPress agency acquisitions, you should lead with the structure that makes the most sense for the deal before landing on a specific price.

For most acquisitions in this space, the earn-out is the right starting structure: 80–90% of net MRR paid to the seller monthly over 24 months, with additional commissions on new business from the former client base. The “price” in this structure isn’t a fixed number — it’s a percentage and a duration, and the total depends on what clients actually retain.

For acquisitions where a lump sum is more appropriate — larger transactions, sellers with specific capital needs, well-documented agencies with clean retention history — apply a multiple of 24–36x monthly net MRR, adjusted for quality factors.

The Quality Adjustment: Where You Land in the Range

The 24–36x range is wide for a reason. Where your offer lands within it depends on the specific quality of the book:

  • Hosting-heavy MRR, long client tenure, low concentration, clean documentation → closer to 36x
  • Marketing retainer-heavy MRR, short client history, high concentration, disorganized ops → closer to 24x or below
  • Mixed book with moderate quality indicators → 28–32x is usually the right starting point

Be prepared to explain your reasoning. A seller who understands why you’re offering a specific multiple is far more likely to engage constructively than one who receives a number with no context.

How to Actually Deliver the Offer

The first offer conversation should happen verbally — on a call, not in an email. This is important for two reasons: it allows you to explain your thinking in real time, and it allows the seller to respond and ask questions without the friction of written back-and-forth.

On the call, walk the seller through your reasoning:

  • What you saw in the agency that you liked — be specific
  • What the net MRR calculation looks like based on what they’ve shared
  • What structure you’re proposing and why
  • What number or percentage that translates to
  • What the next step looks like if they want to move forward

After the call, follow up in writing — a simple email summarizing what you discussed, the key terms you proposed, and a request for their response. This isn’t a formal Letter of Intent yet — it’s a summary that creates a shared record of the conversation and moves things forward without requiring legal documents at this stage.

What to Do When the Seller Pushes Back

Sellers who push back on an initial offer are not rejecting you — they’re negotiating. This is normal and healthy. The response to pushback is not to immediately capitulate or to dig in defensively; it’s to understand specifically what they’re reacting to.

“Can you help me understand what feels off about this offer?” is one of the most productive questions you can ask. Is it the total number? The structure? The timeline? The earn-out percentage? Different concerns have different solutions, and understanding the specific objection is the only way to address it effectively.

Common pushback scenarios and how to handle them:

  • “The number is lower than I expected.” Walk through the quality adjustment factors that drove your multiple. If they disagree with your assessment of a specific factor — say, client concentration — discuss the data together. Sometimes sellers have context that legitimately changes the picture.
  • “I’d prefer a lump sum over an earn-out.” Understand why. Is it a specific capital need? Uncertainty about the earn-out model? Concern about the buyer’s ability to retain clients? Each of these has a different solution — a partial lump sum, a guarantee floor, or a track record conversation.
  • “I need more time to think about it.” Give it. Don’t pressure. A seller who needs time to process is not a seller who’s saying no — they’re a seller who needs to feel confident before they say yes. Follow up in a week with patience, not urgency.

The Letter of Intent

Once verbal agreement is reached on the key terms, formalize them in a Letter of Intent — a non-binding document that captures the proposed deal structure, purchase price or earn-out terms, exclusivity period (typically 30–60 days), and due diligence timeline.

The LOI doesn’t need to be complex. A two to three page document covering the key terms, signed by both parties, is enough to kick off formal due diligence and move toward a definitive acquisition agreement.

Keep the LOI simple and human-readable. Sellers who receive a document that requires a lawyer to parse before they can understand it lose confidence in the process. Clarity and transparency at the LOI stage set the tone for everything that follows.

If you’re a seller wondering what a first offer conversation with CyberOptik looks like — it looks exactly like this. Informed, transparent, and structured around what’s fair for both sides.