Agency and brokerage mergers & acquisitions have been on a steady upward climb since 2000, except for a blip in 2009 and 2010 due to the collapse of the economy. Those 2 down years were followed by a near blockbuster year in 2011, and the most active year since 2000 with 291 announced transactions in 2012 (see Figure 1).

A number of factors influenced the historical trend, some of which will influence M&A activity in the future.

The 2009 and 2010 down years were the direct result of the collapse of the economy and a prolonged soft property-casualty insurance market, which created a “perfect storm” event. Most buyers and sellers simply sat on the sidelines due to great uncertainty regarding the future.

The uptick in 2011 was due not only to a clearer, if still tentative future, but also to a buildup of sellers' inventory and a similar pent-up demand, particularly of the most active acquirers to get back into the M&A arena. The momentum of 2011 carried forward into 2012, which was largely influenced by the impending expiration of the Bush tax cuts and a new tax due to the Patient Protection and Affordable Care Act (ACA).

 On Jan. 1, tax rates for capital gains transactions increased to 20 percent from 15 percent. In addition, the new surtax on non-wage income, including capital gains, of 3.8 percent for certain “high-income” taxpayers ($250,000 and higher for joint filers) as mandated by the ACA came into effect. Combined, these two create nearly a 60 percent increase in taxes that will be due on most agency sales (see Figure 2).

For sellers, the additional tax burden will reduce their take-home proceeds by more than 10 percent. From the buyer's perspective, the purchase price would need to be increased by approximately 11.5 percent for the seller to yield the same net proceeds. While the year is still young, we expect a temporary lull in acquisition activities as sellers digest the impact of these new taxes and try to grow through it. With the market continuing to firm and the economy still picking up steam, prospective sellers may be able to make up the difference in a year or two of solid growth.

Growing Gray

Another factor affecting both historical and future M&A activity is the aging agency principal population and the need to sell outside the agency to affect an exit. Numerous studies indicate that one-third of agency principals are age 55 and older—no surprise as the baby boomer generation continues to age. But the insurance industry has not been diligent in attracting young talent, which is creating an impending, if subtle, perpetuation crisis. One of the key underlying problems for many firms is simply the cost of recruiting, hiring and training new producer talent that will logically segue into future principals.

Many larger brokers have the capital and resources to recruit new talent with a structured development program to help them learn the trade and be mentored by experienced people in a sales-oriented culture. But even here, the number of successful hires often lag the aging of the firms' rainmakers. The situation is more difficult in the small- to mid-sized privately held firms, where relative costs are higher and support systems less structured. This can result in fewer successful hires, if the hires are even made.

Hiring a new producer who turns successful is one of the biggest challenges most agency principals face today. Hiring someone to become a potential perpetuation candidate is even more difficult. Principals certainly don't want to leave their agencies in the hands of a marginal producer, and it can be difficult to know if you have hired “the real deal” within the first year or two. With rare exceptions, agency principals should allow for a minimum of 10 years before someone might be ready to step into the role of principal and future leader.

Capitalize Organic Growth

Without viable candidates for an internal perpetuation sale, agency principals limit their options on how they can exit the business and capitalize their value. For many years into the foreseeable future, a steady stream of agencies will be in need of a sale. The unknown is the extent, if any; an oversupply of sell-side candidates may have in creating a buyer's market with a resultant downward pressure on value and pricing. 

Generally speaking, publicly traded companies are expected to grow to increase their values or market capitalizations and provide positive returns for their shareholders. The same is true for the firms with significant private equity ownership. Growth can only come from two sources: organic or acquired. Growth also can come from rate or economic expansion, but more typically, contraction, as experienced a few years ago, leading to that great oxymoron, “negative organic growth.”

Broadly speaking, in periods of low organic growth or contraction, the need to acquire growth becomes more important. The “perfect storm” climate in 2009 and 2010 was so dramatic and uncertain that it created a major M&A retrenchment, contrary to the conventional wisdom of the push to acquire when organic growth is low.

The publicly traded brokers disclose their financial results, including organic growth, each quarter in the SEC public filings; this data is a reliable indicator of certain industry trends. Organic growth started to trend downward in 2007 due to the collapse of the economy and prolonged soft property-casualty market.

Figure 3 illustrates anecdotal data reported by the Council of Insurance Agents and Brokers (CIAB) and MarketScout showing property-casualty premium rates, and by parallel correlation commission revenue, declined 5 to 15 percent between 2007 and 2010. Accordingly, there is negative growth for three of the four referenced brokers in that time frame.

Including acquisitions, total growth for the four publicly traded brokers is shown in Figure 4. Large acquisitions for each of the four public brokers had a major impact on their growth in the respective years. The recent large increases from Figure 4 reflect the following major acquisitions:

• Willis' acquisition of Hilb Rogal & Hobbs in 2008
• Aon's acquisition of Hewitt in 2010
• Gallagher's acquisition of  Heath Lambert in 2011
• Brown & Brown's acquisition of Arrowhead General in 2012.

Clearly, acquisitions were a critical component of the growth of these four public brokers. 

One final analysis of the historical M&A activity by buyer type (see Figure 5) during the last 5 years is both informative and perhaps indicative of what may occur in the future. 

The private broker group remained active, closing the largest number of transactions. There is a reasonable expectation this group will be back with an uptick, assuming the larger acquirers begin to pull back.

The most interesting trend over the last 5 years is the near dominance of the private equity-backed acquirers, especially over the last 2 years. Further, anecdotal evidence suggests there continues to be very high interest among private equity firms in the insurance distribution sector, with a number of additional new private equity-backed ventures entering the fray.

This group likes the agent-broker sector for two very fundamental reasons: cash flow is reasonably secure and predictable, and significant additional capital is not required to grow and expand.

Although not M&A transactions in the conventional sense, there were several noteworthy sales and recapitalizations of one large independent and three private equity-owned agents-brokers in the fourth quarter of 2012: 

• Digital Insurance, previously independently owned, sold to Fidelity National Finance, a publicly traded diversified company
• Genstar Capital, majority owner of Confie Seguros, sold its interest to ABRY Capital
• KKR purchased Blackstone Capital's majority interest in Alliant
• Onex Corp.'s acquisition of Goldman Sach's majority interest in USI.

And then, in an interesting shuffle of the chess pieces, Genstar Capital acquired GCP Capital Partner's interest in Acrisure in February 2013. Lastly, the rumor mill continues to spin with speculation regarding Hub International's (majority ownership by APAX Partners) recapitalization or public offering later this year.

The public broker group was the third most active in 2012. This group ran neck and neck with the PE-backed ventures in 2009 and 2010, only to fall to a distant third place in 2011 and 2012. Arthur J. Gallagher & Co. and Brown & Brown have been the dominant acquirers in both 2012 (30 and 15 deals, respectively) and over the last 5 years in total (102 and 96).

There has simply not been a lot of activity with bank-owned agencies. The landscape was and has been dominated by Wells Fargo insurance Services and BB&T Insurance Services, with a total of 23 and 16 deals, respectively, in the last 5 years. However, both firms were very quiet in 2012, with only one transaction, specifically BB&T's acquisition of Crump for its wholesale group. There have been a number of local or regional bank acquirers in the pre-2008 period with very little activity in the last 5 years. There have been, in fact, a number of divestitures of bank-owned agencies in the last few years.

So what does all this say about where the M&A activity will be in 2013 and beyond?

While adjusting for January 2013 as an active month for reported deals that closed in 2012, the last half of the first quarter of 2013 will be down significantly from the same period in 2011 and 2012. That is to be expected as the inventory is low due to all the activity in the prior 2 years. Further, the active buyers need to digest and integrate all that was acquired and sellers need to begin to accept the higher tax costs of selling.

For those sellers that didn't get a deal done last year but still want or need to make their exit, finding an interested buyer should not be a problem. The appetite of the active acquirers remains strong. With a broad temporary lull in deal activity on the sell side, there will be opportunities for those sellers needing or wanting to do a transaction in 2013 to find motivated buyers.

By all measures, and recognizing the first half of 2013 will be slow on the M&A front, the momentum will likely continue in the future. A combination of an aging agency principal population needing an exit with a committed group of public broker and private equity-backed ventures eager to acquire will provide a fairly robust M&A climate for the foreseeable future.