Time Kills M&A Deals

Insurance brokers know risk.

Their business model is built around helping clients insure against risk, and they understand that mitigating those risks is a large part of how their own firm will grow and succeed. So, why do some sellers in brokerage M&A deals risk losing significant value or the entirety of their deal during the process?

Oftentimes, sellers are caught off-guard by the complexity of the proceedings and become overwhelmed in trying to complete the deal. It is an emotional period of time for most business owners, and sellers often want to slow a process that is best completed at a swift pace. But this delay can create risks to the deal.

Once two firms decide to partner, and the seller agrees to monetize the valuation they have received for the firm, most of the risk to that deal lies with the seller. The period of time between agreeing to terms with a letter of intent and the closing date—which could last for months—can be perilous. The longer a seller lets that period drag on, the more likely it becomes that something negative can happen. External factors such as economic downturns, industry shifts, capital costs, or regulatory changes can impact a deal. Internal factors by the seller, such as losing a large client, profitability changes, or a network breach or cyberattack resulting in data loss, could all weaken the purchase price or delay or kill a deal altogether.

For many transactions, time delays can usually be traced back to the seller’s process for reviewing the contracts, or in their delivery of disclosures on financial and operational information requested by the buyer during due diligence. Those are big-ticket items that can take time, and if a seller doesn’t make the project a priority, or assign someone to handle these details, then it can take much longer than necessary. It is also important that a seller ensure their advisors/lawyers have the same sense of urgency and meet all established timelines. Delays can occur if sell-side attorneys do not receive proper direction on timing.

In this heated M&A environment, when a firm decides to sell and then accepts the right offer, it must prioritize completing the deal. MarshBerry often recommends creating an aggressive timeline to close, setting deadlines for each step, and holding both the buyer and seller accountable.

M&A Market Update

As of March 31, there were 127 announced insurance brokerage M&A transactions in the United States in 2025. Private capital-backed buyers accounted for 86 of the deals (68%) through March. Independent agencies were buyers in 28 deals, representing 22.0% of the market. There has been one announced transaction by bank buyers in 2025. Deals involving specialty distributors as targets accounted for 19 transactions, about 15% of the total market, continuing the trend of low supply of specialty firms.

Ten buyers accounted for 55.9% of all announced deals year to date, while the top three (BroadStreet Partners, King Risk Partners, and Keystone) accounted for 26.0% of the 127 transactions.

Notable Transactions

• March 4: Gallagher signed a definitive agreement to acquire Woodruff Sawyer, a San Francisco-based insurance brokerage offering commercial property and casualty (P&C) products, employee benefits, and risk management services. The $1.2 billion deal, expected to close in the second quarter of 2025 pending regulatory approval, will bring more than 600 professionals from Woodruff Sawyer under Gallagher’s U.S. retail P&C operations. With 14 offices in the United States and one in the United Kingdom, Woodruff Sawyer specializes in management liability, construction, and real estate. Its pro forma revenues and EBITDA for 2024 were roughly $268 million and $88 million, respectively.
• March 18: Balance Partners announced the acquisition of Vanguard Specialty, marking a major step in expanding its professional liability offerings. MarshBerry advised Vanguard on the transaction.
• April 1: Gallagher acquired Imbs, a retail insurance brokerage based in St. Louis, Mo., that serves commercial and personal lines clients nationwide. Chris Imbs and his team will join Gallagher’s South Central retail P&C brokerage division, led by Bret VanderVoort. MarshBerry advised Imbs on the transaction, one of several Gallagher announced in early April.