Close · Insurance Brokerage

Insurance Brokerage Disclosure Schedules: An Independent Sponsor's Counsel

Preparing Disclosure Schedules on insurance brokerage deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $10M to $150M EV EBITDA $3M to $25M Audience Buy & Sell-side
The deal context

Every insurance brokerage acquisition has its own gravity. Disclosure Schedules is the workstream where independent sponsor counsel earns the seat.

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.

The moves

How Disclosure Schedules actually gets structured.

  1. Coordinate disclosure schedule preparation with the seller's diligence file, not against it.

  2. Specifically disclose against specific reps, with cross-reference indexing.

  3. Use the schedules to surface known issues, not to hide them.

  4. Update schedules at signing and again at closing where allowed.

  5. In insurance brokerage, layer in E&O tail insurance priced and bound as part of the Disclosure Schedules workstream.

The common mistake

Treating disclosure as a dump. The schedules carry the same legal weight as the reps; they need the same precision.

Jason's take
"Disclosure schedules are the most underrated document in M&A. They protect both sides when done right."
Jason Powell · Disclosure Schedules
Capital after close

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.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Disclosure Schedules 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.