Insurance Brokerage Co-Investment Rights: An Independent Sponsor's Counsel
Negotiating Co-Investment Rights on insurance brokerage deals, with the structure protection and capital connectivity an independent sponsor actually needs.
Insurance Brokerage deals in the lower middle market run a specific playbook. Co-Investment Rights is where the structure either holds or starts to leak.
The typical insurance brokerage platform sits at $10M to $150M EV with EBITDA in the $3M to $25M range. The thesis runs on regional retail agency roll-ups. Producer non-competes are unenforceable in too many states to ignore. Plan retention, not litigation.
How Co-Investment Rights actually gets structured.
Define co-invest rights pro-rata to the LP's deal commitment.
Build a 30-day decision window so the deal does not stall.
Limit co-invest fees and carry, if any, to reflect the relationship value.
Document the right in the LPA, not in a side letter.
In insurance brokerage, layer in E&O tail insurance priced and bound as part of the Co-Investment Rights workstream.
Granting unlimited co-invest. The next LP finds out and your firm economics suffer.
"Co-investment is a privilege you give to the LPs you want to keep. Define it accordingly."Jason Powell · Co-Investment Rights
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
LOI Negotiation for Insurance Brokerage
The 4 to 8 page agreement that frames the deal economics, exclusivity, and diligence period.
Independent Sponsor Economics for Insurance Brokerage
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Insurance Brokerage
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Equity Rollover for Insurance Brokerage
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
Co-Investment Rights for Healthcare Services
roll-up of physician practices and ancillary service lines
Co-Investment Rights for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Co-Investment Rights for Insurance Brokerage, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.