Mezzanine Debt & Capital Stack Counsel for Insurance Brokerage Acquisitions
Independent sponsor counsel for insurance brokerage, focused on Mezzanine Debt & Capital Stack and the deal mechanics that protect sponsor economics and LP alignment.
Every insurance brokerage acquisition has its own gravity. Mezzanine Debt & Capital Stack 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.
How Mezzanine Debt & Capital Stack actually gets structured.
Target senior leverage at 3.0x to 3.5x EBITDA, mezzanine at 1.0x to 1.5x on top.
Negotiate an intercreditor agreement that does not throttle the operator.
Structure mezzanine with PIK toggle and warrants priced into the IRR model.
Confirm covenant headroom of at least 20 percent at close.
In insurance brokerage, layer in E&O tail insurance priced and bound as part of the Mezzanine Debt & Capital Stack workstream.
Letting the lender pick the intercreditor terms. Those terms decide what the operator can do on day 180.
"The capital stack is a contract, not a spreadsheet. Read every page of every term sheet."Jason Powell · Mezzanine Debt & Capital Stack
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
Transaction Fee Structuring for Insurance Brokerage
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Insurance Brokerage
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Insurance Brokerage
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Insurance Brokerage
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Mezzanine Debt & Capital Stack for Healthcare Services
roll-up of physician practices and ancillary service lines
Mezzanine Debt & Capital Stack for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a insurance brokerage target, and a Mezzanine Debt & Capital Stack 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.