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Exclusivefocus Spring 2013 - National Association of Professional ...

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uying and selling<br />

Seller Transparency:<br />

the Threshold <strong>of</strong> Acquisitions<br />

By Rick Dennen<br />

In our business, we talk a lot about the<br />

importance <strong>of</strong> due diligence before the<br />

acquisition <strong>of</strong> a business or book <strong>of</strong><br />

business. From white papers to articles<br />

to webinars, we try to educate agency<br />

principals with the hope <strong>of</strong> preventing<br />

acquisition failures. Just when we fear<br />

we’re starting to sound like a broken record,<br />

we hear another first-hand account<br />

<strong>of</strong> a deal gone bad, affirming the need<br />

for this education.<br />

Recently, we received a message from<br />

an agency principal who read one <strong>of</strong> our<br />

articles several weeks too late. He purchased<br />

another agency without conducting<br />

appropriate due diligence and now is<br />

stuck with a poorly performing agency.<br />

He felt the due diligence steps we recommended<br />

were unrealistic because sellers,<br />

as a general rule, are not in the practice<br />

<strong>of</strong> making information available to<br />

potential buyers — at least not the seller<br />

he encountered.<br />

He was partially right. A thorough<br />

due diligence process is unrealistic in<br />

transactions with sellers who refuse to be<br />

transparent. Just as it would be unwise<br />

to buy a house without an inspection,<br />

acquiring a business without detailed<br />

insight into its financials and operations<br />

is a dangerous and risky endeavor.<br />

Transparency by the seller must be the<br />

first condition that’s satisfied before any<br />

other steps are made towards a purchase.<br />

A seller who is reluctant to share information<br />

is waving a huge red flag, warning<br />

you to take a step back and rethink<br />

your decision to pursue an acquisition.<br />

Without proper due diligence, it’s<br />

impossible to predict future returns on<br />

your investment because you can’t accurately<br />

estimate retention levels for<br />

customers, employees and contracts. You<br />

won’t know who key customers are, their<br />

premium revenue or their loyalty to the<br />

agency. Without policy detail and history,<br />

you won’t be able to forecast the<br />

future performance <strong>of</strong> the book. While<br />

this is crucial when purchasing an independent<br />

agency book <strong>of</strong> business, it also<br />

applies to captive agents, especially those<br />

with brokered books that will be included<br />

in the sale. No insight into carrier<br />

contracts provides no means to verify<br />

commissions and no guarantee <strong>of</strong> transferability.<br />

Perhaps even worse, you’ll be<br />

in the dark about employee morale and<br />

which producers might leave and take<br />

valuable customers with them.<br />

Many sellers are reluctant to disclose<br />

details because they view it as a risk.<br />

Potential buyers, after all, are <strong>of</strong>ten<br />

competitors. At the same time, buyers<br />

assume transparency isn’t an option because<br />

<strong>of</strong> the seller’s perception <strong>of</strong> risk. As<br />

a result, they don’t even ask for appropriate<br />

information. In truth, the exchange<br />

<strong>of</strong> sensitive information is critical to the<br />

success <strong>of</strong> the acquisition. In addition,<br />

sellers sometimes commit to transparen-<br />

cy, but later block access to vital information<br />

and avoid or discourage meetings.<br />

Suspicious actions like these should warn<br />

buyers that something may be wrong and<br />

it may be best to walk away.<br />

The solution to all <strong>of</strong> this is for the<br />

parties to sign a nondisclosure agreement<br />

(NDA) or confidentiality agreement.<br />

NDAs give potential buyers access to the<br />

information they need in order to conduct<br />

proper due diligence while also protecting<br />

the seller from a buyer’s misuse or<br />

sharing <strong>of</strong> confidential information and<br />

the solicitation <strong>of</strong> the seller’s customers<br />

and employees.<br />

The simple lesson here is an important<br />

one. If an agency owner refuses to<br />

be transparent, they may have something<br />

to hide and buyers should consider walking<br />

away from the deal. Without seller<br />

transparency, it’s impossible to know<br />

what you’re buying and that is a recipe<br />

for disaster. Ef<br />

Rick Dennen is president and CEO <strong>of</strong> Oak<br />

Street Funding, which provides commission-based<br />

lending for insurance agents that<br />

need capital to buy, build or sell their agency.<br />

Dennen is a licensed agent in the state <strong>of</strong> Indiana<br />

for Life, Accident & Health products<br />

and a licensed Certified Public Accountant<br />

in the state <strong>of</strong> Indiana. In addition, he is an<br />

instructor <strong>of</strong> venture capital and entrepreneurial<br />

finance at the Indiana University<br />

Kelly School <strong>of</strong> Business. He can be reached<br />

at rick.dennen@oakstreetfunding.com.<br />

The materials in this article are for informational<br />

purposes only. They are not <strong>of</strong>fered<br />

as and do not constitute an <strong>of</strong>fer for a loan,<br />

pr<strong>of</strong>essional or legal advice or legal opinion<br />

and should not be used as a substitute for obtaining<br />

pr<strong>of</strong>essional or legal advice.<br />

<strong>Spring</strong> <strong>2013</strong> <strong>Exclusivefocus</strong> — 27

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