Transition Services Agreements (TSA) Counsel for Insurance Brokerage Acquisitions
Drafting Transition Services Agreements (TSA) on insurance brokerage deals, with the structure protection and capital connectivity an independent sponsor actually needs.
The economics on a insurance brokerage platform deal usually hinge on a handful of structural decisions. Transition Services Agreements (TSA) is one of them.
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 Transition Services Agreements (TSA) actually gets structured.
Define every service with measurable inputs, outputs, and durations.
Price each service at actual cost plus a defined margin.
Set termination rights for both sides, with notice periods.
Address data privacy and security obligations across the transition.
In insurance brokerage, layer in E&O tail insurance priced and bound as part of the Transition Services Agreements (TSA) workstream.
Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.
"A good TSA reads like a SLA. A bad TSA reads like a memo."Jason Powell · Transition Services Agreements (TSA)
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
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Working Capital Adjustments for Insurance Brokerage
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Representation & Warranty Insurance for Insurance Brokerage
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Indemnification for Insurance Brokerage
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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An LOI on the desk, a insurance brokerage target, and a Transition Services Agreements (TSA) 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.