After more than 30 years in this business, there are a few patterns I’ve seen play out time and time again. One of the biggest?
Agency owners leaving money on the table—sometimes 15% to 25% of the value they spent a career building.
How does it happen? Easy.
A buyer reaches out directly. They sound friendly, offer a strong multiple, and suggest you don’t need an advisor. “Why pay a fee?” they say. “We’re offering a very competitive deal.” “What could an advisor really add?”
Let me be clear: this script is intentional. They say it because it works. They say it because they know what happens when someone like me gets involved.
Buyers Do This for a Living. You Don’t.
Look, insurance agency owners are smart. They’re experts in their space. But most of them will only go through one transaction in their life.
Meanwhile, buyers have teams of professionals doing this every day—analysts, deal makers, lawyers, integration specialists. They know exactly how to structure a deal in their favor, even when it sounds like they’re being generous.
This is not about being adversarial. It’s about leveling the playing field.
Why They Don’t Want You to Hire an Advisor
1. They know they’ll have to pay more Buyers track this. I’ve seen their internal data. They know what happens when a deal becomes a process—not a private handshake. On average, they’ll have to offer more to compete.
2. They want to avoid competition The last thing a buyer wants is for other qualified buyers to be brought in. That’s what an advisor does—we introduce structure, strategy, and optionality.
No buyer wants to negotiate against five others. They want you to feel like this is your best (or only) shot. It’s not.
The Truth About Multiples
This is where the real smoke and mirrors begin.
Buyers love to lead with multiples. “We’ll pay you 10x EBITDA.” Sounds great, right?
But here’s the trick: they’re controlling the EBITDA. That number isn’t locked in until due diligence, and I can tell you from experience—if they’re driving the calculation, it’ll be lower than what it should be.
Let’s do the math: If they undervalue EBITDA by just $50,000 and you’re being offered a 10x multiple, that’s $500,000 off your deal value. Gone.
What Gets Counted (or Doesn’t)
Buyers get even more creative when you look under the hood. Here are just a few examples of how deals get structured to their benefit:
●Earnouts: That “10x” offer might really be 9x upfront, with 1x contingent on hitting growth targets. And post-sale? You may not have the same influence over decisions that impact those numbers.
●Exclusions: Life commissions, builder’s risk, surety and other one time commissions—many buyers will carve those out and reduce your EBITDA.
●Uncredited Investments: Hired a new producer who hasn’t ramped up yet? Most buyers won’t give you credit for future upside.
●Overhead Add-Ons: Some buyers lower EBITDA with new “corporate overhead” expenses they say they’ll have to absorb—another way to drive your number down.
●Aged Receivables: They may cut out anything over 90 days—and not let you collect on it, even if it gets paid later.
The list goes on.
Deal Structure Favors the Buyer—Unless You Change the Game
Most sellers think the offer they see is the offer they get. But structure matters more than headline numbers.
If a buyer offers you $5 million with heavy earn outs and clawbacks, and another offers $4.5 million mostly upfront, which is better?
That’s where experienced advisors come in. We don’t just help you maximize the number—we help protect the outcome.
The 25% Rule
I haven’t run the exact math on every deal I’ve seen, but the buyers have. And from what I’ve witnessed—and what I know they won’t put in writing—sellers without advisors routinely leave 15% to 25% on the table.
We’re not talking about nickels and dimes. We’re talking about the last and biggest financial transaction of your career.
You spent a lifetime building this agency. The clients. The team. The reputation. You owe it to yourself, your family, and your legacy to get it right.
That doesn’t happen by luck.
It happens with strategy.
It happens with leverage.
It happens when you bring someone to the table who does this every day, and who’s got one job: protect you and your value.
Before You Sign Anything
If you’re in conversations or just starting to think about what a deal might look like—don’t go it alone. Have a real conversation with someone who’s been in the room, seen every play, and knows what a good outcome actually looks like.
Your legacy deserves that much.
— John Biasiello President, Sukay & Associates