Understanding Earn-Outs in Insurance Agency Acquisitions
- Matt Naimoli
- May 13
- 3 min read
Updated: Jun 27
As someone who's been deeply involved in guiding insurance agency owners through the complexities of selling their businesses, I often get asked about a specific deal structure: the earn-out.
It's a term that can sound a bit technical, but it's a really important piece of the puzzle for insurance agency owners considering an acquisition.
Let me break it down in plain terms...
What Is an Earn-Out in an Insurance Agency Sale?
Essentially, an earn-out in the context of an insurance agency acquisition is a provision in the sale agreement that allows the buyer to further compensate the selling owner based on the agency's performance after the deal closes.
Think of it as a way for you to potentially benefit from the future success you've helped build. It’s a concept we see frequently at Legacy Advisors, and understanding it can significantly impact your decision-making.
How Earn-Outs Typically Work
Here’s how it typically works: alongside an initial payment – which could be a combination of cash and equity – the earn-out outlines specific growth targets for the agency over a defined period, usually one to three years post-acquisition.
If those targets are met, you, as the seller, receive additional payouts. It's often referred to as a "second bite of the apple," and for good reason – it allows you to capitalize not just on the agency's current value but also its future potential.
The Second Bite of the Apple: Sharing in Future Growth
For example, we might see a deal structured with an upfront payment based on a multiple of your agency's current earnings, with an earn-out tied to achieving a certain percentage of revenue growth in the subsequent years. If your team continues to drive that growth, you share in that success financially.
Is an Earn-Out Right for You?
Now, it’s crucial to understand that earn-outs aren't a one-size-fits-all solution.
If your primary goal is to step away entirely and enjoy retirement, an earn-out might not be a major consideration for you. In those situations, a focus on a strong, guaranteed upfront payment is often the priority.
Earn-Outs Can Align Interests and Ease Transition
However, for many agency owners I speak with – those who are still passionate about their business's trajectory and perhaps plan to stay involved for a period – the earn-out can be a very attractive component.
It aligns your interests with the buyer's in ensuring a smooth transition and continued growth. It also addresses a common concern: the feeling that you might be selling too early and leaving future value on the table. An earn-out allows you to bridge that gap.
How Legacy Advisors Helps You Navigate Earn-Outs
At Legacy Advisors, we spend a lot of time helping our clients understand the nuances of these deal structures.
Earn-outs in insurance agency acquisitions are a key area where careful negotiation and clear understanding are paramount. We work to ensure that if an earn-out is part of the deal, it's structured fairly and in a way that truly reflects the potential you’ve built.
If you're contemplating the future of your agency and exploring potential acquisitions, understanding earn-outs in insurance agency acquisitions is a critical step.
We're here to offer our experience and guidance. Feel free to reach out – we're always happy to have a confidential conversation.