Insurance Brokerage Industry – Let’s Talk Management Buy-ins
Some of the best managed and most profitable brokerages in Canada are employee-owned. We believe that every succession planning process should, at the very least, consider this option.
Why are there very few management buy-in transactions?
When talking about management buy-ins, a good place to start is to understand the reasons why we don’t see more of them. Keep in mind, some of these reasons are sometimes more perception than reality. Here are a few examples:
- Lack of Bench Strength – your organization does not have the talented young people who have the drive and ability to run or grow your brokerage
- Valuation/Finances – it’s not only that brokerage valuations continue to climb, employees don’t often have the financial strength to commit capital to do the deal.
- Financing – the organization does not generate enough cash flow to support the debt servicing costs given current valuations
- Too Complicated – it is easier to continue to operate and then monetize through a full divestiture
- Control – while you own the business, you want full control
Of course, all these issues are real and, in many cases, good reasons for not undertaking a management buy-in. Having said that, management buy-ins make sense in certain situations and they are often overlooked because the brokerage owner either doesn’t know this might be a viable option or, they don’t know how to proceed.
Why Should Brokerage Owners Consider a Management Buy-in?
While selling your brokerage in the open market is the simpler path forward, it might not always yield the highest amount of wealth over time.
A Way Forward
What is the solution for an owner who is considering transitioning their P&C brokerage to a management group? Our experience has been that a multi-stage approach can effectively navigate the challenges of a management buy-out. While each situation might be different, we typically suggest the following:
- Establish whether your brokerage has a strong candidate for ownership, as there is risk to you as a continuing shareholder if brokerage performance declines (discussed further below).
- With the help of familyor a trusted advisor, come up with some specific financial outcome goals. It might be as simple as I think my brokerage is worth $10 million. I would like to monetize $4 million now with the remaining balance in seven years;
- Complete a deep dive of the business. The resulting document describes the composition of the business from an underlying book and financial perspective, lays out the possible market valuation, cash flow available for debt service and areas of possible value enhancement. This will be needed for both investors and potential financing sources. It also helps management assess whether the risks of ownership are worth the residual cash flow and value they would earn.
- Prepare a detailed step-by-step plan of all the structural issues that must be addressed, including income tax, legal structure, governance and potential financial structure.
- Execute the plan.
Keys to Success
Proper planning and preparation are the key to success. There is little point in inviting employees or outside investors to the process unless they are going to add value. There will be a lot of interest if they see a possible return.
The same goes for governance. You need to protect your investment and exercise ultimate control until you fully exit the brokerage. At the same time, the investment must be meaningful to your new partners. A strong governance model supported by a well-crafted shareholder agreement is critical. The agreement needs to address those issues that require unanimous shareholder consent, under what conditions shareholders can obtain more or divest in shares and how they will be valued. There are a number of great lawyers who both understand the P&C sector and know how to craft effective agreements.
There are two issues that generally take some finesse. In the case of employee investors, it is getting them to commit some personal capital. For younger people, they generally don’t have any capital. But if they do, then it is paramount that they have at least something at risk.
The second issue is financing the transaction. The financing approach depends on the circumstances. Banks, insurance companies and private investors each have unique advantages and potential challenges. Your chosen plan will play an important role in what type of financing you look for.
Management buy-ins should be part of an overall plan that leads to the eventual transition of ownership. Yes, there are complicated financial and emotional considerations. But, with a well-designed tax and financial strategy you can protect your family’s financial future, reduce the organization’s dependence on you and ultimately increase the overall valuation of the business.
If you have any questions or comments, please contact us below.