New Year, Same Familiar Face

Coming off a record-high year in 2017, during which 557 announced brokerage transactions were posted, it was difficult to imagine that 2018 could eclipse such a frenzy of activity.

Despite the odds, 2018 saw a new record high in transactions. MarshBerry tracked 580 announced brokerage transactions, which represents a 4% increase from 2017.

For the seventh consecutive year, buyers backed by private equity maintained their leadership status and actually increased their overall contribution to deal activity. PE-backed buyers accounted for 343 of the 580 total brokerage transactions in 2018, or 59% of deal activity. Of the top 20 buyers in the marketplace (which represented 67% of all transactions), only five (three public brokerages and two independent agencies) do not have private equity backing. Other independent agencies represent another 20% of all activity (or 114 of 580 announced deals). That means PE-backed and independent agencies, combined, made up the vast majority (79%) of all deal announcements in 2018. Interestingly, but not all that surprisingly in light of recent U.S. tax reform, public brokerages significantly increased their transaction activity—from 37 deals in 2017 to 61 deals in 2018.

High free cash flow, strong recurring revenue stream, a semi-required product, relatively low risk, and a highly fragmented market place—all fundamental attributes of insurance brokerage—continue to attract PE groups to the space. Coupling these factors with the low cost of capital and easy access to investable capital, valuations and total activity within the merger and acquisition marketplace continued to trend upwards.

Leading Acquirers

The top five buyers in 2018 comprised four from 2017 and three from 2016, with another returning to the top five from 2016. Of these five top buyers, only one does not have private equity backing; however, it does have financial backing as a publicly traded company.

The top five most active buyers accounted for nearly 35% of all transactions in 2018 (200 of the 580).

PE-Backed Brokerages

Breaking the two-year trend of nine PE-backed buyers, 2018 saw “only” eight PE-funded buyers on the top-10 most-active list. There has been (and continues to be) a significant increase in PE-backed buyer activity, which was virtually nonexistent prior to 2007, when PE-backed buyers represented just 7% of total deal activity.

During 2018, four new PE-backed buyers entered the marketplace, for a total of 31 unique companies, compared to 25 in the 2017. With the addition of the four new PE-backed firms, this segment saw an 9% increase in total deals—to 343 total deals, up from 315 in 2017. The top 10 PE-backed buyers represented 46% of the total deal activity in the insurance agency acquisition space and 79% of the total number of deals backed by private equity.

Although there was a slight increase in interest rates during 2018, the availability and relatively low cost of capital (compared to historical rates) continued to drive PE-backed buyers to acquire insurance brokerages at an accelerated rate, pushing activity within the industry overall. With investors continuing to search for strong returns in a low interest rate environment, there continued to be heightened interest and demand among private equity in the space.

We also saw continued interest from private equity firms entering or expanding their portfolios within the insurance distribution space with first-time acquisitions made by the following PE-backed buyers:

Integrity Marketing Group (eight deals) was founded in 2006 and is based in Dallas. It distributes life and health insurance products. Integrity Marketing Group did not make its first acquisition until 2018; however, it received private equity funds in 2016 from HGGC.

Foundation Risk Partners (seven deals) is a Daytona Beach, Florida-based brokerage founded in 2017 with the acquisition of Corporate Synergies Group and Acentria Insurance. Foundation Risk Partners received an investment from Warburg Pincus in late 2017.

Ash Brokerage (two deals) operates as an insurance brokerage general agency based in Fort Wayne, Indiana, offering life insurance analysis and annuities analysis. The company also provides long-term care assistance services. It was founded in 1971. In 2017, it received an investment from Century Equity Partners.

XPT Group (one deal) was founded in 2017 and is headquartered in New York, It offers specialty line insurance brokerage and distribution services. It received a minority investment from B.P. Marsh (North America) Ltd. in 2017.

In addition, the following actively acquisitive firms significantly changed or added new private equity sponsors during 2018:

HUB International entered into an agreement to receive a round of funding from a new investor, Atlas Partners, in October 2018. The transaction reportedly implies a total enterprise value of over $10 billion, which represents a valuation of approximately five times revenue. Hub’s current private equity sponsor (Hellman & Friedman) will remain the largest investor.

Acrisure announced that a group of investors led by funds managed by Blackstone’s GSO Capital Partners and Tactical Opportunities businesses have significantly increased their investment. Partners Group also increased its investment. As part of the transaction, Harvest Partners became a new investor in Acrisure. In total, the three investors now have invested or committed to $2 billion of preferred equity in Acrisure. The investment implies a valuation for Acrisure of more than $7 billion. Acrisure remains more than 83% owned by its management team and agency partners.

It was announced in 2019 that Alliant Insurance Services will receive an investment from Public Sector Investment Board. With this investment, Alliant’s current capital partner, Stone Point Capital, will make an additional investment.

Independent Brokerages

Independent agencies and brokerages completed 114 deals, or 20% of all activity, in 2018, which represents a decline in transactions of 20% from 2017, when independent agencies accounted for 142 transactions (or 25% of total activity). There were 82 buyers (down from 110 in 2017), with approximately 15% (12 total) completing multiple transactions and 44 announcing their first acquisition in 2018.

New Jersey-based World Insurance Associates announced eight transactions in 2018 (up from five in 2017), expanding beyond New Jersey and New York into Connecticut, Maine, Ohio and Pennsylvania. Two of the seven agencies acquired in 2018 were employee benefits only firms, which differs from 2017, when all acquisitions had some P&C business. World Insurance Associates specializes in transportation, hospitality, coastal properties and high-net-worth individuals.

Mechanicsville, Virginia-based Easley Hedrick Insurance & Financial completed its first acquisition during 2018 and ended the year with five acquisitions, all Virginia-based P&C agencies. Prior to the acquisitions, Easley Hedrick had 15 employees. It added 12 additional employees from the acquired agencies.

Needham, Massachusetts-based Kaplansky Insurance Agency announced four transactions during 2018. It completed nine transactions from 2015 through 2018, all of which are located in Massachusetts and have a P&C focus.

Florida-based Ample Insurance Company closed four acquisitions during 2018. Ample Insurance Company is an independently owned insurance agency made up of 19 “family agencies,” all of which have been acquired since 2015 and are located in Florida.

Insurica, based in Oklahoma City, announced four deals during 2018, two of which were in Texas with the other two in Oklahoma. Insurica is a top-100 brokerage, with reported revenues of approximately $97 million in 2017.

Chicago-based Ryan Specialty Group also completed four deals during 2018. Ryan Specialty was founded in 2009 and offers specialty insurance and risk management solutions to agents, brokers, and insurers and their customers. During mid-2018, Ryan Specialty received private equity capital from Onex Corporation.

Two agencies announced three transactions each.

• Utah-based Leavitt Group Enterprises announced three P&C acquisitions during the year: two in Washington and one in Utah. Leavitt is a top-100 brokerage, with revenues of almost $236 million in 2017.

• Houston-based Dean & Draper Insurance Agency completed three deals in Texas.

There were four other buyers that reported two acquisitions during the year.

Public Brokerages

Public brokerage activity was up 65% in total deal count during 2018 (61 announcements versus 37 in 2017) bringing the overall proportion of deals represented by public brokerages to more than 10%, up from 7% in 2017 and 2016. There were three public brokerages in the market during 2018, down one from 2017, when CBIZ closed a transaction. The public buyer field is down substantially from 2005, when there were nine active public acquirers.

Gallagher announced 30 U.S.-based transactions, up from 25 in 2017, both years’ activity earning it a place among the top five most active buyers. Gallagher also announced 10 international brokerage acquisitions.

Brown & Brown announced 24 transactions during the year, a significant increase from the seven deals announced in 2017. The most notable of these 24 transactions was Hays Companies, which reported 2017 revenue of $198 million.

Marsh & McLennan Companies completed seven U.S.-based transactions in 2018, compared to four reported deals from 2017. Subsidiary Marsh completed the acquisition of John L. Wortham & Son. Marsh & McLennan Companies also announced the acquisition of London-based Jardine Lloyd Thompson Group, which is expected to close in 2019.

As was anticipated based on U.S. tax reform, public brokerages are taking advantage of the reduced corporate tax rate and reinvesting those dollars into acquisitive growth. All indications point to a continuation of this trend.

Insurance and Others

This buyer segment includes private equity groups (not their portfolio companies), underwriters, financial technology firms, specialty lenders and other unclassified buyers. Activity within this buyer group increased slightly from 42 in 2017 to 45 in 2018. For the second consecutive year, the Insurance & Other buyers group represented only 8% of deals, which was fairly consistent with activity in 2016, when it represented 9%. Private equity groups accounted for 10 deals within this category. Insurance company buyers completed 15 deals, compared to 16 the prior year. Non-private equity, non-insurance companies (mostly credit unions, private investors and other undisclosed buyers) represented 20 deals within this category.

Banks and Thrifts

Banks and thrifts completed 17 acquisitions in 2018, down slightly from the 21 announced deals in 2017. This decline represents the third consecutive year that we have seen a decrease in the transactions done by banks and thrifts—part of the overall steady decline over the past decade as banks have either divested their insurance operations to focus on their core business or significantly slowed down their pace of acquisitions. During 2018, there were three notable bank divestitures of insurance operations: (1) KeyCorp’s sale of Key Insurance & Benefits Services to USI Holdings; (2) BB&T Insurance Holdings’ acquisition of Regions Insurance Group from Regions Financial Corporation (BB&T Insurance Holdings also rebranded to McGriff Insurance Services); and (3) Shore Bancshares’ sale of Avon-Dixon Agency to Alera Group. USI also had another notable bank and thrift acquisition that closed in November 2017, when it purchased Wells Fargo Insurance Services USA from Wells Fargo & Company.

There were 13 bank acquirers in the market in 2018 (four of which announced their first transaction), with four also completing multiple transactions. Salem Five Bancorp, Associated Banc-Corp, Eastern Bank Corporation, and FBinsure (owned by Bristol County Savings Bank) each announced two acquisitions in 2018.

Geographic Targets

The top 10 most active states represented 56% of the total deal volume in 2018. California remained the most active state, with 59 deals announced during the year, which is down 10 deals from 2017. Texas (56), Florida (52), Massachusetts (44), and New York (36) rounded out the top five target states in 2018. Massachusetts moved up from sixth in 2017 to replace Pennsylvania (ranked sixth in 2018) in the top five.

Line of Business

The breakdown of acquisition targets in 2018 by line of business almost mirrors that of 2017, with a slight increase in P&C firms offset by a similar decrease in multi-line firms. In 2018, P&C firms represented just under 55% of all target agencies, while employee benefits and consulting firms remained at 22% of targeted agencies. Multi-line firms represented the remaining 25% of announced transactions during 2018.

International Activity

U.S.-based buyers were also active internationally, with 53 deals completed and announced, much higher than the 28 deals that were completed by this group in 2017. The majority of these transactions were completed in Canada (55%) and the United Kingdom (36%). Hub represented 24 of the 53 total deals, or over 45% of the total. Hub completed 24 deals in Canada during 2018, up from just five in 2017, driving much of the increase in year-to-year activity from international buyers. Gallagher also completed more transactions internationally in 2018, with 13, compared to eight in the previous year. Gallagher’s acquisition activity in 2018 was largely based in the United Kingdom, Canada and Australia. Notably, Acrisure completed its first international transaction in 2018, acquiring a firm in the United Kingdom.

Employee Benefits

In 2018, the number of announced transactions involving firms specializing exclusively in employee benefits and consulting (EB) was flat compared to the number of announced transactions in 2017. When looking at historical trends, however, there is a much more exciting story to tell. Five years ago (2014), 74 EB firms sold to a third-party buyer. In 2018, 126 EB firms sold. This number excludes the multi-line firms, which adds another 143 announced transactions involving some type of EB business.

Independent agencies and brokerages remained the top type of acquirer, while public brokerages have been less aggressive in the EB insurance space. Alera Group entered the market at the end of 2016 and quickly became one of the most active buyers in the EB space. In 2018, Alera announced 21 EB deals, which represents 17% of the total EB deals done in 2018. Digital Insurance (OneDigital) was the second most active acquirer of EB firms, with 16 transactions involving EB-specific firms. Acrisure fell from the top most active in 2017 for employee benefits to No. 3 on the chart, down 15 transactions from 2017. AssuredPartners, Gallagher and Hub International all tied for fourth in number of EB transactions. These top six buyers accounted for almost 53% of the total number of EB deals in 2018.

The employee benefits market has seen more change than other insurance markets in the last decade. A large part of this is due to changes in regulation; however, each year presents changes and challenges to all EB brokerages. Plan design, new voluntary products, cost containment strategies, bundling versus unbundling decisions, enrollment guide regulations, benefits administration technology, claim audit procedures, and data analytics techniques are constantly changing as employee benefits insurance continues to evolve into an art more than a science. Rates still play a factor, but more and more EB firms are becoming specialists in the industry. Frequently, human resource experts, nutritionists and wellness specialists, and even doctors and pharmacists, are on staff as consultants at larger EB brokerage firms. The philosophy behind this level of high expertise is that clients want the white-glove treatment with the strength and girth of a larger national firm but at the local level.

What is to come in 2019? On the very first day of the year, 17 independent insurance agencies and TRUE Network Advisors merged. Of those 17 agencies, 16 generate revenue from solely EB products. This newly formed national brokerage, Patriot Growth Insurance Services, entered the market eager to become a top player. We anticipate consolidation will continue and this will be another active year in the EB space.

Specialty Distributors

Specialty distributor M&A activity the last couple of years has catalyzed a phenomenon whereby companies are combining a mix of operational platforms under one roof. (We define “specialty distributors” as managing general agents, managing general underwriters and program administrators—all referred to as “MGAs”—along with wholesalers.) It is an evolving distribution model, compared to historical norms, that may provide several, differentiating competitive advantages, including increased flexibility with distribution. The multi-model company, where several business models (e.g., brokerage, binding and program administration) are implemented throughout a company, has fogged the demarcation of “traditional” specialty distributor roles.

The multi-model approach is primarily a one-directional M&A event, with traditional wholesalers bolting MGA-type operations on to their models. For instance, Worldwide Facilities, a large wholesale brokerage located in Los Angeles, made five acquisitions in 2018 that diversified its product mix between transactional brokerage and contract-binding business.

That said, we are not suggesting that MGAs never consider adding a wholesale function to their model; however, we have observed this is happening less frequently in the marketplace. A multi-model approach that includes a wholesaler operation is a good defensive position because it potentially reduces volatility should an MGA lose its insurance paper.

The pace of reported specialty distributor M&A slowed in 2018, albeit slightly. At year-end 2018, specialty distributors accounted for 71 out of 580 total announced transactions, representing 12% of total announced deals. Compared to 2017, when specialty distributors accounted for 74 out of 557 total announced distributor transactions, representing 13.3% of total announced deals. Despite the slowdown, and barring any significant external events, we expect specialty distribution M&A velocity to continue at or near historical levels for reasons that are tactical, strategic and transformational—or potentially all three.

Gallagher (via Risk Placement Services) and Ryan Specialty Group continue to be leaders in specialty distribution acquisitions. Joining the ranks of leaders this year was Worldwide Facilities, which successfully consummated five transactions in 2018, up from zero the year before. Worldwide’s acquisitions represent excellent examples of not only product and expertise diversification but also measured geographic expansion. Wholesalers have been consolidating and continue to consolidate, and most now have binding authority operations.

Consolidation is blurring the demarcation of “traditional” roles—broking, underwriting, binding—in specialty distribution. The merger of Napslo and AAMGA, two large specialty distributor associations that combined in 2018 to form WSIA, further exemplifies the phenomenon. As growth goals loom large, management and corporate development teams have been forced to reconcile old acquisition strategies with new ones that undoubtedly include the evolved specialty distribution model that consists of a mix of binding and non-binding authority revenue.

Last year, we reported experiencing a shift in buyers, whereby established consolidators started pursuing investments in the specialty distribution sector (as opposed to mostly retail-focused distribution models). For example, Hub International (via Program Specialty Group), NFP, and Risk Strategies all made investments in specialty distribution platforms in 2017, and all three continued making investments in specialty distribution in 2018, albeit at a much slower pace.

Notwithstanding the impact of the recent hurricane activity in the Southeast and wildfires in California, 2018 was a good year for the insurance industry and specialty distributors. However, there are some concerns being raised about an economic slowdown, if not a full-fledged recession. If a recession is on the horizon, it would be prudent for specialty distributors to maintain their growth momentum by continuing to focus on improving operational efficiency, boosting productivity, and lowering costs with new technology and talent transformations, while customizing products and services to meet the evolving demands of a dynamic and emerging digital economy. Moreover, given the potential headwinds, it would also be wise to honestly assess the company’s focus as it relates to customers versus products. An economic downturn would likely exacerbate the already hyper-competitive dynamics of insurance distribution. Specialty distributors—and particularly wholesalers—will need to improve their standing on the insurance-distribution spectrum from transactional intermediary to customer-centric advisor. A customer-focused strategy should enhance their value proposition by giving customers a better understanding of not only what they are buying but also what they are protecting.

Despite the seemingly dark clouds just described, we believe the outlook for specialty distribution is mostly positive and the sector is poised for continued growth. Rates are firming in most lines (or at least holding flat), the exposure base continues to expand from an enduring economic cycle, and there continues to be high interest among market participants to procure insurance cover through the specialty distribution channel. Outside a major shock event that would invariably shake all industries, most specialty distribution should continue to thrive as management teams hone their underwriting savvy and leverage technology to bring new products to market quickly and efficiently.

2018 Valuations Step Up (Again)

Sale valuations from 2015 through 2017 remained historically high, though they had somewhat leveled off. Less than 0.25 times EBITDA separated the average deal values in these three years. However, 2018 saw an incremental move to higher prices paid, despite the belief that prices were stable and would likely remain that way. Compared to 2015, the maximum potential deal value was up more than 6% on average in 2018. Compared to 2012, maximum potential deal value is up nearly 30% on average.

Pricing Structure Breakdown

Two forms of purchase price are generally referenced: multiples of earnings before interest, tax, depreciation and amortization (EBITDA) and multiples of revenue. Here, we refer to multiples of EBITDA. To analyze transaction pricing, we’ll break the price down into three key components:

1. Base Purchase Price—The dollar amount paid at close plus the live-out (if any) the seller will receive.

Paid at Close: The amount of proceeds paid at closing, including any escrow for potential indemnification items.

Live-out: The amount a buyer may initially hold back but which is paid as long as the seller’s performance does not materially decline. This may also be paid at closing but could be subject to a potential adjustment. If the live-out is not paid at closing, this payment is usually made within one to three years, contingent upon delivering on the seller’s pro forma revenue or EBITDA.

2. Realistic Earnout—The amount of proceeds realistically anticipated to be achieved in the future based on a number of factors, including seller historical and expected performance, buyer and seller realistic discussion of earnout metrics, etc.

Realistic Purchase Price = Base Purchase Price + Realistic Earnout

3. Maximum Earnout—The additional earnout above the realistic earnout that, if achieved, would generate the maximum possible earnout payment. In certain circumstances where deals are not capped, this number represents the likely maximum identified through discussions with buyers and sellers.

Maximum Purchase Price = Base Purchase Price + Realistic Earnout + Maximum Earnout

In 2018, the market saw the biggest purchase price shift in the base purchase price paid to a seller. On average, the base purchase price paid in 2018 was 8.58 times EBITDA, compared to 7.97 times in 2017, an increase of more than 7.5%. At the same time, the realistic earnout, or the payment a seller could reasonably expect given its growth history and other deal attributes, was down slightly to 0.72 times EBITDA in 2018 from 0.86 times in 2017. The additional earnout value if a seller were to maximize its value potential did not change much year to year, as it was another 1.55 times EBITDA in 2018, compared to 1.53 times in 2017. All of these moving parts of purchase price yielded an average deal value including all components of 10.85 times EBITDA in 2018, compared to 10.37 times in 2017, or a 4.6% overall increase in value.

Seller-Type Purchase Trends

Agency and brokerage transactions are classified into three major categories: platform, stand-alone or roll-in.

Platform—A platform agency is typically a larger agency that has a well-established territory, brand recognition, seasoned professionals and a scalable infrastructure, among other attributes. The buyer of a platform agency is typically looking to establish a presence in a specific region or niche.

Stand-Alone—A stand-alone entity may be based on size or geographic location. The firm is large enough to maintain its physical presence but likely reports into a larger platform within the given region.

Roll-In—A roll-in transaction typically involves the sale of a small, privately held agency or book of business, which gets physically rolled into the buyer’s existing operations, either at closing or within a reasonably short period of time.

In 2018, purchase prices for both platform and stand-alone agencies increased, driving the combined average purchase price up as previously described, while roll-in agency pricing was down compared to the prior year. Specifically, platform agency transactions saw the largest increase. Base purchase price for a platform agency was up 6.7% during the year, from 9.15 times EBITDA to 9.77 times. Maximum deal value was also up 6.8%, to 12.43 times from 11.64 times in 2017. Maximum deal values for platform transactions were priced, on average, roughly 4.0 times EBITDA higher than a roll-in transaction, with about 2.75 times of this difference in the base purchase price and the remainder dependent upon performance after the close. This reflects the competitive environment as it relates to larger, more sophisticated brokerage targets. Stand-alone agency pricing was about 2% greater in 2018 in total purchase price, with about a 4.5% increase in the base purchase price and an overall decrease in possible contingent performance payments. Roll-in transaction value declined compared to 2017 and was lower than 2016 transaction values in this category as well.

Unless otherwise noted, all deal counts in this article refer to announced, U.S.-based transactions. MarshBerry estimates that only 15%-30% of transactions are made public.