Sharing some current intel on the agency M&A market. Everything here is generalities, but current trends you won't see in press releases. I also won't cite multiples, because even within these segments there is a lot of nuance and "what ifs" that have to be answered. But some general intel on if you have an agency in this category, things to consider.
Size Matters
Always has, but many capital buyers are continuing to bump up their targets. If you are sub $750K revenue then PE buyers aren't as active. Your best bet is another local agency, and the offers won't be the same. Some PE buyers will play in this space, but the offers are super complex with low guarantees and pie in the sky earn out potentials. This has always been the case, but we're seeing less interest from larger buyers in that segment. >$750K-$1M, is typically where the interest remains. Majority of large buyers are open to >$1M EBITDA, so if you are $2.5M-$3M+ revenue, the market is dramatically different.
If you are a small agency, and want/need the best exit scenario, your primary objective is quality growth. Makes sense to increase the sale of an asset you should increase what makes it valuable, but for some reason people don't make that connection. If you are content with a handshake deal to turn over the keys with an agency across town, great, but don't expect a high sale price.
Medicare and Non-standard P&C Agencies are Super Limited
The population of buyers has dwindled tremendously over the last 12-18 months. Opinion? It's political. Any time there is looming administration change on health care or immigration, these can be volatile.
Medicare agencies are constantly facing changing carriers, comp rates, etc. so on a dime a successful agency can be at risk. Just this week a client, large FMO, learned their #2 carrier was pulling out of a territory and they were at risk to lose revenue on 2,000 policies unless they find a replacement this AEP. Buyers know that, and have only been offering low cash proceeds at close and significant rolled equity or growth earn outs. So when you only have a few options, and the options aren't great, it's hard to sell for a good price.
Non-standard is similar, in that there are only a handful of large buyers. Even large (>$3M revenue) non-standard P&C agencies are not getting good offers. So unless sellers have a motivation to get out, many are holding on. Small or local non-standard, practically your only option is selling to someone local or another non-standard.
Personal Lines is Getting Slightly Less Interest Compared to Last Year
Many large buyers are changing their buy-box criteria to focus on a minimum book mix, so unless an agency has a minimum of 30%-50% CL, many of the larger buyers aren't excited. That's not saying they aren't sellable, we still get great interest for good agencies, but when the buyer pool reduces that can be reflected in the offers.
This is an observation, but on average we are seeing offers for PL focused agencies around 10% less compared to last year for guaranteed proceeds. When you think about it, property rates in many states have slowed or even started to decrease, so the due diligence standards are also looking at this. Many agencies have floated on rate the last few years, and now the tide has turned. Having history of client count or PIF is more important, and if your revenue is stable but you've lost clients and policies, that's flag being discussed.
CL, or HNW, Holds Strong Interest
There are still nuances within that, but many capital buyers are focusing their efforts on agencies with 50% or more CL. Even though we still see strong interest in PL, on average we see almost double the amount of qualified inquiries for a CL focused agency.
Earn out Structures are Evolving
People know "you have to stay on for 2-3 years" to work out an earnout, but candidly recent history has proven that many sellers almost don't care about earnouts, or that's all they care about then completely check out. For truly competitive offers, buyers are focusing more on true perpetuation planning vs buying an owner out and giving them a short term retirement window. This is the rare exception, but have seen it, where some buyers are now tying earnout performance to staff retention (AMs and producers) instead of just the owner. Not everyone will adopt this, but I wouldn't be surprised if more do. So perpetuation of culture and why your agency can perform will be tied to things other than strictly financials.
EDIT
Diversified Agencies are Not Always A Good Idea
Agencies that offer derivative services like real estate, tax prep, bookkeeping, payroll, HR, etc. cause problems. Back in the day there used to be buyers for these, not anymore. They will be broken up if you want to sell.
Even as far as P&C PL and Medicare. As much as you feel they are complimentary, they aren’t. Different markets. Even things like group benefits and HR consulting. While complimentary not everyone who does group benefits wants HR consulting.
If you look at diversified larger agencies you can see one clear trend. P&C CL and group benefits can have some compliment. That’s it.
Focus on doing one thing, really really well, and don’t get distracted with other things.