Content by Agency Brokerage Consultants www.agencybrokerage.com; Direct (321) 255-1309
The competition for buying an independent insurance agency is perhaps the highest among any industry for small business acquisitions. It is even more challenging if you are an agent that does not currently own an agency (i.e. not a strategic acquirer). My firm works regularly with agents across the country on the valuation, sale and acquisition of insurance agencies and we see first hand what it takes to make deals happen. After speaking with hundreds of agency buyers, I decided to compile a list of general “rules” to follow.
Rule #1: Know what you can afford
A client once told me “a good agent dreams big”, which is a great philosophy. When it comes to buying an agency, you also need to be realistic. Generally, my rule of thumb is that a buyer needs 20-25% of any potential purchase available in cash to cover the down payment and operating capital to run the business. That means someone with $200k in cash might be able to acquire an $800k to $1M agency. In addition to the down payment, you’ll need to be able to borrow 50%+ of the purchase price from a third party to meet the seller’s down payment requirement. While some transactions still include a significant amount of seller financing, it has become less common with the increased buyer competition and availability of third party financing over the last decade.
Rule #2: Line up the money
Most acquisitions have three parties involved: the seller, the buyer and the financier. All three need to be satisfied with the terms for a deal to happen. Some times the seller is the financier, other times it may be an investor, but often a third party lender is involved. There are only a handful of lenders that finance the purchase of insurance agencies. Some are asset-based lenders (such as commercial banks), others are cash flow lenders (such as SBA lenders) and others still are commission-based lenders (such as Oak Street Funding). Each one has different underwriting and deal structure guidelines. Based on those guidelines, one lender may work for one particular deal but not for another. It is important to understand how each lender determines what they will loan, what is required of a borrower, and the structure that is permissible for the transaction. Many buyers miss great opportunities because they have to hunt down financing while others have already done so and move forward expeditiously with an offer. Additionally, many deals go awry because prospective buyers do not understand the lender requirements and unknowingly make offers that they can not be completed.
Rule #3: Be aggressive
You can’t effectively acquire insurance agencies part-time or at a leisurely pace. Other buyers are very aggressive and may even have people that work full time on acquisitions. You may have to look at 15 potential opportunities to find one that is a good fit. The last thing you want is to find a good one and miss the opportunity because you moved slower than the competition. If you don’t have the time to devote to the process but are serious about wanting to acquire agencies, then consider outsourcing. My firm contracts with about a half-dozen qualified buyers at a time running marketing campaigns for agencies around the country. We have been through the process dozens of times and know the challenges and potential pitfalls, so in addition to generating opportunities for our clients they also gain the benefit of our experience. At the very least, have a pro-active strategy to find opportunities, review them diligently and make a decision whether or not to pursue them.
Rule #4: Understand the process
The buyers that close transactions know the process and move forward quickly with confidence. The process generally follows as such: (1) Introduction to the opportunity, (2) Disclosure by both parties, (3) Release of information on the agency, (4) Meeting(s) with the seller, (5) Written offer and negotiation, (6) Due diligence, (7) Execution of the purchase contract and removal of closing contingencies, (8) Closing, and (9) Post-closing transition. Typically from start to finish it can be a 3-6 month process to get to the closing when the parties are motivated.
Rule #5: “Show yours” to see theirs
The disclosure phase is where you, the prospective buyer, share information about yourself including your finances and sign a confidentiality/non-disclosure agreement, and then the seller or his/her intermediary releases the necessary information to you about the business. Your initial goal should be to have an understanding of the financial condition, book of business and operation of the business. The goal is NOT to conduct due diligence at this point. Any written offer should be subject to a thorough due diligence process. If you submit a laundry list of questions prior to making an offer, the seller will most likely lose interest or focus on another buyer. Buyers that are overly risk-averse take 2-3 times longer than an experienced buyer in moving forward, which causes the former to miss opportunities.
Rule #6: First impressions count
When you meet with an agency owner to discuss a potential sale, remember Dale Carnegie’s famous saying: “be hearty in your approbation and lavish in your praise”. The goal should NOT be to negotiate as this can easily turn into an adversarial discussion. It is your opportunity to present yourself as a real and qualified candidate, build rapport with the seller and ask specific, intelligent questions so you have enough familiarity with the business to move forward. Experienced buyers often relay their intentions as to how they will proceed and what they will need from the seller to complete the transaction. Understand that many obstacles that come up during the acquisition process can be overcome if you have good rapport with the seller, so it is important to establish an amicable relationship from day one. Don’t assume that an agency owner is only concerned with how much money they will receive for the sale. Most owners have poured years into building their agency and developed close relationships with their staff and customers, so exiting the business can be a major emotional event. The owner doesn’t want to see his/her legacy come crashing down because he/she sold the business to the wrong person, so the money, while important, is not the whole equation.
Rule #7: Keep the process moving
If not skillfully managed, the negotiations can drag out and eventually stall. When it comes to making an offer, do so in writing and cover the important terms. You don’t want to go back and forth a half dozen times, come to an agreement and then realize that you forgot an important detail. That creates deal fatigue and wears out the goodwill. Use an experienced intermediary that handles insurance agency sale transactions to assist with the negotiations and drafting of a purchase offer. The “middle man” can relieve tension and if they are an experienced M&A advisor they can help insure that key items are included in the purchase agreements. Provide the seller with a due diligence list so they can work on assembling what you need while the contract is being negotiated.
Rule #8: Be flexible on deal structure
One of the biggest reasons buyers miss opportunities is because they fail to see the forest through the trees – as the saying goes. They get stuck on one detail and refuse to budge. I am not recommending that you give in to all of the demands of a seller, but that you evaluate the size of the value gap. Are you willing to lose the opportunity? Is there an alternative means to bridge the gap?
Let’s take a simple scenario. The seller of an agency wants $500k. You think the business is worth $425k – a 15% gap. Can you add the difference to an earn-out and still cash flow? Will the seller stretch out the financing terms longer and carry more of a note? Will he/she hold a note on stand-by (no payments) for a year or two until you can improve the cash flow? Think of the cash flow, risk and total cost of capital, not just the purchase price. Try to understand his/her motives for selling too as this can often reveal an opportunity to find common ground. If the owner is inflexible and unrealistic it means that they are unmotivated, so it’s probably time to move on.
Rule #9: Do your due diligence
I would love to say that the world is an honest place but even good people can omit important details to avoid complications in due diligence. Don’t expect the other side to just give you what you need. Once under an LOI or purchase contract, request it and wait for it. Due diligence can generally fall into three categories: 1) financial, 2) operational and 3) legal. On the financial side, make sure you understand the revenue and expenses both from an historic and a pro forma basis. Usually a trailing twelve month revenue history in a P&C agency is a good indicator of the next twelve month’s performance but there could be a loss of an account, producer, bonus or carrier that may be included in a trailing twelve month look back but will not carry forward. Look at monthly trends with a year-over-year comparison. If the agency deals in accounts receivable, then hire a good CPA to do the digging. On the operational side, understand the culture of the agency from the way the office is run to the quality of the employees and customers. How efficient are the processes and technology being utilized, and where are opportunities for improvements? If there are producers, how does their compensation line up with the rest of the market and do they have any vesting in their book of business? Make sure that you have a good understanding of all aspects of the business before moving forward. It is usually not what you uncover that should worry you, but what you don’t uncover.
Rule #10: Have a post-close game plan
Professional buyers have a transition plan for after the closing. The length of a proper transition period from the owner is dependent on his/her goals and how integral he/she is to the business. In some cases, the owner can walk away after a week and in others he/she may need to stick around for a few years. It is important to remember to execute new agreements with the agency’s staff and producers, even prior to closing. In many states, non-compete agreements between employees and the selling corporation are not transferrable to a buyer. Other items include transferring trust money, getting appointed with carriers and redirecting commissions into your bank account, and a number of other minute details. You will have your hands full for the first few months so make sure that you are ready to hit the ground running.
Should anyone reading this have further questions, please feel free to contact me at (321) 255-1309.
Posted by: Michael Mensch, CBI, M&AMI and Managing Partner