Independent Sponsor Customer Contract Assignment in Insurance Brokerage
Securities and M&A counsel for independent sponsors managing insurance brokerage transactions, from LOI to close to the capital markets that open up afterward.
An independent sponsor closing insurance brokerage transactions in the $10M to $150M EV range has a defined set of moves at the Customer Contract Assignment stage. Most of them are not in a generic M&A textbook.
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 Customer Contract Assignment actually gets structured.
Identify contracts with anti-assignment clauses, especially in government and healthcare.
Plan the customer communication sequence to protect retention.
Map consent collection against the closing checklist, with material thresholds defined.
Address change-of-control notifications even where consent is not required.
In insurance brokerage, layer in E&O tail insurance priced and bound as part of the Customer Contract Assignment workstream.
Asking every customer for consent. You alarm customers who would have been silent.
"Customer assignment is a sales motion, not a legal one. Lead with operations, follow with paper."Jason Powell · Customer Contract Assignment
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.
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Customer Contract Assignment for Healthcare Services
roll-up of physician practices and ancillary service lines
Customer Contract Assignment for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a insurance brokerage target, and a Customer Contract Assignment question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.