M&A

Mergers And Acquisitions

Whether you are buying or selling, we at Winston Dunn have the experience, relationships, and compassion to guide you through the process. Ron Lieberman, Founder of Winston Dunn, has been working as a consultant in the insurance industry since 1993 and has developed strategic partnerships with thousands of principals of associated industries insurance company, and agencies on a national level.

The following are what we’ve identified as the most common components of a new partnership:

  • Post-Acquisition Role Definition of partners and key employees.
  • Culture of both the buyer and seller.
  • Personalities, Values, and Experience of the firm’s Core Leadership.
  • Brand and Culture sustainability.
  • Cross-solicitation opportunities.
  • Identification of dual entity Markets, Resources, Programs, and Specializations.
  • Capital that can be infused to accelerate growth post-acquisition.
  • Capabilities that will enable you to participate in regional or national growth.

The consultants at Winston Dunn Inc. are focused solely on the retail, wholesale, and MGA insurance communities. It is this focus that enables us to obtain and share critical industry knowledge which is vital for you to make clear decisions throughout this process.

VAULE PROPOSITION FOR SELLERS

If you are an agency owner who is considering selling your business, then our services to you are free and confidential. We understand that this process is about you, your people, your agency, and most importantly, not about us. We at Winston Dunn understand the sensitivity entailed in this process and will never release your name or the name of your company without your consent.

We recognize that it is Your clarity that is of the utmost importance. With that said, we will always openly share the names of the principals and entities that we are working with on the buyer side. We pledge to take the time to understand the issues that are the most critical to you in seeking a new partner. Our interests lie in your ideal culture, role and the types of resources that need to be in place. Understanding these critical and sensitive issues enables us to identify and select partners that will meet your criteria. Although price and terms are extremely important, most buyers are generally in the same ballpark. Most of the independent owners who we have spoken to over the years often share with us criteria that is essential in a new relationship providing that price and terms are at or above market level.

The Winston Dunn Advantage to sellers that trust in us:

  • No cost to you
  • Full disclosure of the buyers that we work with
  • Confidentiality
  • Courtship by multiple suitors
  • Experienced team that has engaged in thousands of conversations with agency owners like you across the country
  • Buyers that range from small independents to globally publicly traded firms to private equity firms
  • A deep understanding of your industry niche
  • Knowledge of which buyers would consider your firm a strategic play
  • We work on a contingency basis with our buyers which enables us to introduce you to more than one entity
  • We are nimble, yet we can move at whatever pace works best for you
  • Provide timely and accurate feedback throughout the process
  • We have an understanding that your views, priorities and goals are subject to change during the process
  • Assist you in identifying buyers that can structure acquisitions for your current and future value creation
  • Ability to provide you with buyers who utilize earn-outs tied to pro forma adjustments

VAULE PROPOSITION FOR BUYERS

If you are an agency owner who is looking to buy, then our services provided to you are on a contingency basis. The only time a fee would be earned is after the successful completion of an acquisition. We welcome the opportunity to speak with you about our pricing structure, terms, and conditions.

Advantages for buyers that use Winston Dunn:

  • No retainers. Fees are paid upon purchasing an agency/brokerage.
  • Decades of insurance acquisition industry knowledge working in conjunction with leaders.
  • Deep understanding of the retail and wholesale environments.
  • Relationships with thousands of owners of independently held agencies and brokers throughout the country.
  • Typically, the owners we work with are not working with any of the national M&A consultancy organizations.
  • Our sweet spot is agencies with revenues from 500k to 10 million.
  • Prior to introducing an owner to you, we have already identified the culture, role, and environment they seek.
  • Knowing your business and growth strategy enables us to present only those agencies & brokerage that meet your criteria.
  • Expedience, yet patience for your time constraints.
  • Passion about our shared venture.
  • Integrity, honesty, confidence, knowledge, respect, strong work ethic, passion, and pride are traits that you will find among our consultants. Whether it is through M&A or organic activity, the professionals at Winston Dunn are here to help you achieve your growth initiatives.

Frequently Asked Questions by Agency Owners

What are acquisition multiples today?

There is not an easy or clear answer to this question. Each agency is valued differently. Even when two agencies are alike on the surface, they could have very different valuations. There are several valuation methods or multiples to consider that relate to different measurements and there are different wide ranges of multiples based on varying criteria. It is a much an art as it is a science when it comes to agency valuation.

What is EBITDA?

EBITDA stands for earnings before interest, taxes, depreciation and amortization. Sometimes EBITDA is referred to as “cash flow” or “profit”.

Are valuations based solely on EBITDA?

A valuation is a culmination of a myriad of factors and based on several valuation methods, not just relating to EBITDA or cash flow.

What factors affect the valuation of an agency?

There are a variety of factors that affect the valuation of an agency and they include but are not limited to the following ( size of the agency, geographic location, competition, revenue mix, non-competes, succession or perpetuation preparedness, method of replicating a sales force, type of software and or systems, leases, quality of staff, growth potential, profit trends over the next several years, recurring and non-recurring revenue, legal structure of the entity, direct bill versus agency bill, non-standard vs. preferred business, carrier appointments, niche verticals or classes of business, agency reputation, deal structure, dependence on large accounts, age of key employees, historical underwriting profitability, diversified book of business, employee morale, agency culture and quality of facilities.

What is an adjusted EBIDTA?

An adjusted EBIDTA is where a seller legitimately “adds back” their personal or non-recurring expenses that have been run through their income statement. Basically, any expense that will not need to be paid post acquisition.

Why should I consider selling or merging now?

It is still a “sellers “market and still a “hard” market. History tells us it won’t last forever. Capital gains tax continue to rise and there are still questions as to whether that trend will continue. You have more options today than ever before and it is possible through Winston Dunn Inc. relationships to align yourself with a quality firm where you can keep your culture, take some “chips” off the table and maintain an equity stake in your operation. In theory it is possible to put some cash away and gain resources, markets, support, capital and five to ten years from now sell the balance at what you would have sold the entire agency for prior to a merge.

Will I lose my control?

Many of the clients we work with want to merge or purchase your agency because they envision you as their partner. As a true business partner your common goals will be to grow the agency. Together you can work to develop a business plan of mutual interest. You will know your role, how you will be compensated and the plan for both to succeed. Many of our clients value your firm’s name and relationships you have built over the years. My clients are not in the business of tearing down your agency but they want to build it. You will have access to more direct carriers, more products to sell at a more competitive pricing.

Does my agency fit your client’s profile?

Typically, our relationships will look at retail, wholesale or MGA’s that are anywhere from $500,000 in revenues up to 10 million in revenue. Our clients are interested in mergers and acquisitions across the country.