Bring the LOI · No upload

Got a PE / roll-up / DSO offer on your Illinois insurance agency business?

Aggregators buy retention and appointments. The holdback on lost accounts is the price. Read it before you announce anything to producers.

Confidential • No upfront fees • Illinois statewide

Do not treat the first multiple as cash

Insurance-agency PE and aggregators speak commission multiples — our planning range is 1.5x–2.5x annual revenue — and then they write a retention holdback that moves six figures. The letter is incomplete until you model that holdback on your actual cancellation history.

They will ask about carrier concentration, producer ownership of accounts, and AMS quality. They will also ask whether you are a captive with a contract that constrains a sale. If you have not read that contract this year, read it before you reply to the BD email.

BizBuySell’s 0.7× revenue multiple is the wrong asking price for a healthy P&C book and the wrong dismissal tool for a thin one. Use retention, not slogans.

Agency PE letters: the holdback is the deal

Translate the commission multiple into cash at close. A hypothetical $700,000 commissions at 2.0x is $1.4 million. A 20% two-year holdback is $280,000 that depends on clients staying after your name is gone.

Read producer agreements. If a producer owns the relationship, you may be selling a lawsuit, not a book. Platforms will find that.

Read carrier-consent conditions. An LOI that closes before appointments move is a story. Illinois Department of Insurance licensing for the buyer is a condition, not a courtesy.

Read your own employment. Many deals want you on a producer or consultant agreement. That is part of price.

Lines that change the check

A commission multiple with no retention holdback math — or a holdback with no dispute process

Silence on producer-owned accounts

A close date that ignores carrier consent

Rollover equity in an aggregator you cannot diligence

Pressure to email the book before an NDA

Illinois agency + aggregator diligence

Producer licensing and agency appointments sit with the Department of Insurance. Trust accounts and E&O history will be requested. Answer completely. Partial trust-account stories end processes.

Asset versus stock sale changes how appointments and the entity move. Secretary of State filings follow. Bulk Sales is rarely the headline; carrier consent and producer law usually are. Counsel, not a listing template.

Holdback measurement should use your AMS, not their later rebook. If they can move an account to another producer and call it “lost to you,” the holdback is theater. Write the dataset and the appeals process.

Carrier concentration is a diligence item they already know how to use. If two carriers are most of the book, say so and price the risk. Hiding it is how appointments get nervous when someone “just checks.”

Captive or cluster contracts can outrank the LOI. Read them with counsel before you reply to the aggregator. A process that ignores the contract is a fight you will have while still needing the appointments.

Ask whether rollover equity, if any, has information rights. Aggregator paper you cannot see is not diversified wealth. It is a story. Mark it to zero for the retirement spreadsheet until someone proves otherwise.

Producer-owned accounts discovered in week six are how letters shrink. Get the agreements out now. If they do not exist, that is the fact. We will not hide it so a multiple looks pretty for a week.

A local independent may write a smaller headline and a cleaner check. Compare. The insurance sell-my page is the other door. Speed was 44% of sellers’ priority in Q4 2025. Speed is not the same as the first logo.

Ask how lost accounts are measured if a carrier appointment moves because of them, not you. If that still hits your holdback, you are insuring their operations. That is not a sale. That is a bad derivative.

Trust-account stories that are “almost reconciled” are not ready for a platform QoE. Finish the boring work before the exclusive starts. Speed-motivated sellers still need boring files. The Q4 2025 statistic does not waive trust accounts.

A local independent and an aggregator are different holdback cultures. Run both if you are not exclusive. The sell-my insurance page is the other door. We will walk both on the consult if you bring the letter.

Bring the letter and a retention print from the AMS. We will walk holdback rules and whether a captive contract outranks the LOI. No portal. CPA and insurance counsel for the rest. We for the process.

If producers have not signed current non-solicits, say so now. Platforms will find the gap. Finding it in week eight is a holdback, not a surprise party.

Aggregators buy retention and appointments. The holdback is the price.

Insurance-agency PE and aggregators speak commission multiples and then write a retention holdback that moves six figures. The letter is incomplete until you model that holdback on your actual cancellation history. A hypothetical $700,000 of commissions at a 2.0 multiple is $1.4 million. A 20 percent two-year holdback is $280,000 that depends on clients staying after your name is gone. Those are illustrations, not a market quote. Bring the LOI to /contact.

BizBuySell’s 0.7× revenue multiple from Q2 2026 is the wrong asking price for a healthy book and the wrong dismissal tool for a thin one. Use retention, not slogans. They will ask about carrier concentration, producer ownership of accounts, and agency-management-system quality. They will also ask whether you are a captive with a contract that constrains a sale. If you have not read that contract this year, read it before you reply to the business-development email.

Translate the commission story into cash at close. See net proceeds. Producer agreements that do not match who actually owns the relationship are how you sell a lawsuit instead of a book. Platforms will find that. Get the agreements out now. If they do not exist, that is the fact. Finding it in week six is a holdback, not a surprise party.

Only 14 percent of owners in the Q2 2026 report used a professional valuation. Agency owners who accept a hallway multiple without holdback math are in that majority. A local independent may write a smaller headline and a cleaner check. Compare. See sell my insurance agency.

Write the dataset for lost accounts, or relitigate it for two years.

Holdback measurement should use your agency-management system, not their later rebook. If they can move an account to another producer and call it “lost to you,” the holdback is theater. Write the dataset, the window, and the appeals process. Ask how lost accounts are measured if a carrier appointment moves because of them, not you. If that still hits your holdback, you are insuring their operations.

Read producer agreements. If a producer owns the relationship, you may be selling a dispute. If producers have not signed current non-solicits, say so now. Platforms will find the gap. Finding it in week eight is a holdback.

Read your own employment. Many deals want you on a producer or consultant agreement. That is part of price. Rollover equity in an aggregator you cannot diligence needs information rights. Aggregator paper you cannot see is not diversified wealth. Mark it to zero for the retirement spreadsheet until someone proves otherwise.

Carrier concentration is a diligence item they already know how to use. If two carriers are most of the book, say so and price the risk. Hiding it is how appointments get nervous when someone “just checks.” We review holdback economics on a success fee with no listing retainer.

Department of Insurance, trust accounts, and contracts that outrank the LOI.

Producer licensing and agency appointments sit with the Department of Insurance. An LOI that closes before appointments move is a story. Buyer licensing is a condition, not a courtesy. Trust accounts and errors-and-omissions history will be requested. Answer completely. Partial trust-account stories end processes.

Trust-account stories that are “almost reconciled” are not ready for a platform quality-of-earnings review. Finish the boring work before the exclusive starts. Speed-motivated sellers still need boring files. The Q4 2025 44 percent speed statistic does not waive trust accounts.

Captive or cluster contracts can outrank the LOI. Read them with counsel before you reply to the aggregator. A process that ignores the contract is a fight you will have while still needing the appointments. Asset versus stock changes how appointments and the entity move. Secretary of State filings follow.

Bulk Sales is rarely the headline; carrier consent and producer law usually are. Counsel, not a listing template. The IRS selling page is still the federal starting point for the tax side. This is educational process, not insurance-regulatory advice.

A local independent and an aggregator are different holdback cultures.

Run both if you are not exclusive. Pressure to email the book before an NDA is a tell. Client data on the wrong clock is how you create a Department conversation. See the insurance sell-my page.

Forty-four percent of sellers wanted speed or lower stress in Q4 2025. A “fast” letter with a two-year unexplained holdback is not speed. It is a delayed argument. Stay exclusive only after holdback rules, producer agreements, and carrier-consent clocks are on the page. Premature chatter with carriers can create appointment anxiety. Plan those calls.

When do you tell producers? Not in week one that “something big is coming.” That is how you grow a competing book. Sequence the people. The Q4 2025 speed preference does not require a leak.

Bring the letter and a retention print from the agency-management system. We will walk holdback rules and whether a captive contract outranks the LOI. Book /contact. No portal. CPA and insurance counsel for the rest. See timelines and timing.

Internal Illinois pages and official references

Official and market sources

Educational only. Not legal or tax advice. Platforms do not waive Bulk Sales, Secretary of State filings, license updates, or lease assignment. We work on a success fee — no upfront listing fee.

insurance agency PE questions

Book a insurance agency offer review

Bring the LOI to the call. No file-upload portal. Confidential. Illinois process, cash-at-close math, and whether you should stay exclusive.

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