M&A Services Newsletter – Q1 2019

Letter from the CEO

We hope this finds you well and that your 2019 has gone off to a successful start.    
2018 was a record year for the firm. Not only did we celebrate our 20th Anniversary, we announced and/or closed 16 transactions totaling in excess of $1 billion in transaction value.

• 10 sell side assignments, including insurance carriers, specialty MGA’s and retail agency transactions
• 4 buy side assignments, including insurance carriers and a specialty MGA

Additionally, the Firm was recognized with the following industry distinctions:

• CORPORATE/STRATEGIC DEAL OF THE YEAR ($250MM-$500MM) – Acquisition of majority equity stake in NSM Insurance Group by White Mountains – 17thAnnual M&A Advisor Award
• #2 ADVISOR IN INSURANCE UNDERWRITING TRANSACTIONS BY DEAL VOLUME (2018)– S&P Financial
• #3 ADVISOR IN INSURANCE BROKERAGE BY DEAL VALUE (2018)– S&P Financial
• TOP 10 ADVISOR IN INSURANCE BROKERAGE BY DEAL VOLUME(2018) – S&P Financial

In 2019, we are on track to surpass our previous achievements with following closed transactions in 1st Quarter.

• $100MM recapitalization of Summit Risk Partners with Colbeck
• National Western Life Insurance Company’s closed on the acquisition of Ozark National Life and N.I.S Financial
• Group 1001 closed on the acquisition of Lackawanna Insurance Group
• Private equity backed group acquired nonstandard auto insurance agency

We are proud to say that our firm continues utilizing our relationships and experience successfully to provide a comprehensive range of services to insurance related transactions involving insurance companies, runoff businesses, captives, risk retention groups, shell companies, MGA’s/MGU’s, wholesalers, retailers, third party administrators, capital raises, program placements and valuation opinions. Our staff brings together professionals with more than 100 years of combined experience in insurance, reinsurance, investment banking, regulatory matters, and actuarial analysis. All engagements undertaken by the firm involve our senior advisors who play an active role throughout the entire assignment; a commitment which separates our firm from a number of its competitors within the insurance marketplace.

In effort to continue fostering valuable new and existing relationships, myself and members of our team, will be attending Insurance Industry Conferences this Spring and Fall, and will be available for meetings to discuss current projects and how we can be helpful in achieving your company’s financial and strategic goals. Please see the list of conferences below in the Events section of this newsletter and contact Vanessa Silva to schedule a meeting with us.

We look forward to seeing you at one of the conferences we are attending. Or simply contact us to start a confidential conversation with our team of advisors so we can help your business in realizing your corporate objectives.

Sincerely,

Jason C. Murgio    
CEO

Recently Closed/Announced Transactions

See all closed transactions here.

Upcoming Industry Events    
Throughout the year M&A Services travels to numerous locations, whether hosting a hospitality suite, serving as a panel speaker or just being on hand to meet face to face with clients and prospective clients to discuss the insurance marketplace.

Our advisors believe this interaction is critical to keeping pace with changing market conditions.

The list below represents select locations where our advisors will be available to meet with new and existing clients.

• Boston, MA – April 28 – May 1, 2019 during RIMS 2019
• Baltimore, MD – May 6-8, 2019 for Target Markets Mid-Year Meeting 2019
• San Diego, CA – September 22 – 25, 2019 for WSIA Annual Marketplace
• Las Vegas, NV – September 23 – 25, 2019 for InsureTech Connect.
• Scottsdale, AZ – October 21 -23, 2019 for 19th Annual Target Markets Summit
• Boston, MA – October 20 – 22, 2019 during PCI Annual Meeting
• Grand Cayman – December 3 – 5, 2019 for IMAC/CCF 2019

If you would be interested in meeting with us please contact Vanessa Silva at vsilva@maservices.com to schedule an appointment.

See all upcoming events here.

Shells    
M&A Services is considered to be the trusted source for insurance companies and agencies that seek to start up an insurance carrier operation, expand their geographic footprint or enter the US insurance market. Successfully completing over 100 Insurance Shell Company transactions in the past 10 years, M&A Services continues to be the leading advisor throughout the United States.

M&A Services brings a team of senior financial advisors who can assist in all matters of a transaction and are available to discuss the process of buying and/or selling an Insurance Shell Company.

Current L&H Opportunities:

• Wanted – Client seeking widely licensed life, annuity or health company
• Single state L&H New York Shell

Current P&C Opportunities:

• Widely Licensed admitted P&C Carrier available
• Single State NJ Carrier, pre-84 premium tax advantage available

UK Opportunity:

• UK agency “shell” company with UK regulatory authorizations for insurance/investments intermediation, advice and administration

US Agency “shell”:

• P&C Agency “shell” for sale – Currently licensed in 45 states. Pending licenses in NY, FL, MT and HI.    
   

Please contact Paul Procops at pprocops@maservices.com  to learn more about the process and the opportunities above.

Learn more about our Shell Transactions

Active Project – Beachcomber    
Project Beachcomber (or the “Company”) is an Attorney-in-Fact and management company for a “shell” Risk Retention Group that was established to provide general and professional liability coverage to long term senior care facilities nationwide.

The Company was started in 2017, is approved in all states, and operates in 9 states.

The Company and RRG have all requisite licenses and contracts in place to write new business.

The RRG has no written premium and no legacy liabilities. The Company is offered for sale in a single transaction for 100% of the membership interests of the LLC.

For more information on this project please contact Chris Hughes or Trevor Murgio.

Active Project – Grant    
M&A has been retained by leading technology company with a 20 year track record. This client is seeking retail nonstandard auto insurance agencies to partner with and/or acquire in order to provide SR22 insurance policies to their existing client base of approximately 100,000 users nationwide.

For more information on this project please contact Dan Baransky.

Active Project – Alliance    
M&A has been retained by a well-capitalized insurance group looking to acquire, through a loss portfolio transfer or reinsurance agreement, blocks of annuity (fixed or variable), life and/or Long Term Care Business. Our client is well versed in the management of these books of business and looking for carrier partners who seek a long term solution for blocks of business which are no longer core to their operations.

For more information on this project please contact Jason Murgio or Paul Procops.

MGA Book Roll    
M&A Services’ Book Roll offers a unique opportunity for Program Managers and MGA’s to maximize the fee income stream of their existing books of business without selling their agency. This strategy is ideal for principals that recognize the value of the business they produce but not interested in divesting ownership. It allows agency owners to extract the embedded value of stable, low loss ratio business by partnering with highly rated paper who can assist and foster growth of existing books of profitable business.

The program provides the following benefits for agency principals:

• Allows the principals the ability to monetize their agency immediately without giving up any control or ownership
• Continue to receive a market based commission structure
• Partnership with established, financially sound, committed “A” rated carriers
• A long term appointment contract offering stability and consistency in your markets
• There is no financial obligation borne by the program manager to participate as M&A Services’ fees are borne by the carrier

M&A Services has nearly two decades of experience in the insurance sector, working with carriers, program managers and agencies, allowing us to help parties maximize their revenue stream. If you would be interested in learning more about how this Book Roll program works and if your agency might qualify, please contact Danial Baransky directly at dbaransky@maservices.com . All inquiries are kept confidential and you incur no obligation to M&A Services.

Distribution    
The valuation and market for insurance distribution businesses is at an unprecedented peak over the past twelve months and is expected to remain high for the next six to eighteen months. Industry valuations are driven primarily by private equity capital that has made significant platform investments in the past three years, leveraging 3:1 and 4:1 with historically low interest rate debt.

Further, stock market prices and trading multiples for publicly traded brokerage firms are at all-time highs, allowing the publicly traded acquirers to compete with the private equity aggregators at the higher valuations. This combination of low interest rate leveraged private equity capital and high priced publicly traded companies has created an expansive and competitive landscape for insurance distribution assets, and therefore, increased the multiples of earnings (EBITDA) valuations for small and mid-sized distribution assets.

Currently, the market is priced at approximately a 50% premium to valuations from two to three years ago.

For more information on Distribution please contact Chris Hughes directly at chughes@maservices.com

Learn more about Distribution services

Agency Financing    
Through our registered broker-dealer Merger & Acquisition Capital Services, LLC we develop custom financing solutions for agencies of all sizes.

M&A Services’ team of experienced dealmakers advises our clients through all aspects of capital financing and M&A transactions including sourcing lenders, producing offering memorandums, and assisting in preparing presentations for potential lenders and equity partners.

M&A Services’ expertise and industry knowledge allow us to approach a diverse cross section of capital providers simultaneously which often reduces the total time to fund transactions. Because M&A manages the entire process, agency owners are free to focus on running their business rather than managing the capital raising effort.

If you are currently looking to raise capital for your agency, or MGA, to fund an acquisition, a partner buy-out / buyin, or to refinance existing agency debt, contact us today to learn how Merger & Acquisition Capital Services can develop a customized solution for you.

Please contact Trevor Murgio directly at tmurgio@maservices.com . All inquiries will be held strictly confidential.

Learn more about Agency Financing

Program Insurance    
Is the Landscape changing for Program Managers? The recent purchase of Glatfelter by AIG and NSM’s acquisition by White Mountain are two examples of carriers significantly altering their approach in the program space. Does this create opportunity or concern?

It may depend on your vantage point. Are you a carrier, a Program Manager or insured? Either way, I believe it is a continuation in the market cycle. Carriers can be fickle. They contract when times are tough and use multiple approaches when trying to expand – either organically or through acquisition. AIG owned NSM and sold them. White Mountain was once One Beacon, who did little in the program space.

One thing is certain. As a program manager, if you stick with these 5 traits, success will follow.

1. Consistent Underwriting results – creating stability in loss ratios thru market cycles can help you to achieve a higher multiple in valuation. Large loss ratio swings and excess loss activity can lead to a diminished view of value.
2. Specialty Focus – Program that have a niche approach, whether its coverage, services or both, are usually more sought after than a general market/class approach.
3. Solid Consistent Earnings – whether it is fee based or contingent commission, a consistent base with year over year growth is always the hallmark for acquiring entities. Limited addbacks to EBIDTA for private companies allows easier assessment of valuation.
4. Scale – There should be a sufficient level of scale that allows the expenses of the agency to be efficiently spread. This can vary by the number or size of the programs.
5. Turnkey Operations – having a complete process from policy issuance to underwriting and claims, are key in my opinion, for the most successful programs. That’s not say you can’t be successful with portions of this approach, just that the most success programs I have seen for all parties, has been this approach.

I would like to extend you an invitation to meet with me at Target Markets mid-year in Baltimore to discuss our current projects, market trends and ways we might be able to assist you with your corporate development projects. I look forward to it.

Raymond Rocchio

Managing Director of Insurance Programs

For more information on Programs please contact Raymond Rocchio at rrocchio@maservices.com.

Learn more about Program Business services

Our Services    
Merger & Acquisition Services is a boutique investment bank, specialist advisory and financial services firm devoted    
specifically to participants within the insurance industry.

Our mission is to provide concierge-level services and expertise within the insurance industry by assisting firms with    
their corporate development and acquisition/divestiture objectives. M&A Services has closed nearly 200 transactions    
over the past 20 years and has earned continuous placement within the “Top 5 Financial Advisors in Insurance    
Underwriting” according to SNL Financial.

Our Services include:

• Carrier M&A Transactions
• Agency M&A Transactions
• Agency Financing
• Capital Raising
• Strategic Advisory
• Valuation Services
• Program Business
• Renewal Rights
• Fronting
• Reinsurance

CALL US TODAY at 212-750-0630 for a confidential consultation with one of our senior advisors.

Any information provided herein is indicative only, subject to change without notice, and does not constitute an offer to purchase or sell. Principals retain the exclusive right to negotiate and evaluate any transactions, and advisors of Merger & Acquisition Services, Inc. and Merger & Acquisition Capital Services, LLC. have no authority to do so. Merger & Acquisition Services, Inc. does not underwrite securities, nor advise on, nor effect transactions in securities for the account of others.

* Investment banking services and securities transactions are provided through and completed by Merger & Acquisition Capital Services, LLC., a broker-dealer registered with the U.S. Securities and Exchange Commission and member of FINRA and SIPC.

Copyright 2019 Merger & Acquisition Services, Inc. & Merger & Acquisition Capital Services, LLC. All Rights Reserved