Just had a conversation with a
#SMB
roofing owner in the Southwest. He shared a story about a competitor who struggled with cash flow issues and couldn't pay employees for two weeks, leading to a serious situation where the owner was kidnapped and forcibly confronted. Thankfully,
Attention
#SMB
Buyers! Don't get caught off guard days before closing realizing TargetCo's insurance policies can't be assumed
We've prepared a guide to insurance policy transferability for SMB buyers, investors
@FetaFund
, lawyers
@KHendersonCo
@SMB_Attorney
lenders
@sbabmarks
#SMB
buyer engaged us on southeast pool maintenance company this week. $8.0 million in sales, with 34% attributed to repair work.
A careful review of the General Liability insurance policy yielded a concerning discovery.
Because of an incorrect classification, the policy
Tell me you don’t normally work in M&A w/o telling me you don’t normally work in M&A:
“What is a CIM” – (Sell-side attorney on a kick-off call to go over request list) 🤯
Reviewing an insurance diligence report on an HVAC/Plumbing company and noticed there are 14 auto claims over 4 years with $376k paid out. Workers' Comp Experience Mod sits at 0.68. Hmmm. I think I’ve seen this story before.
Has there ever been an SMB deal that wasn't stalled down by a Seller's vacation? With my experience advising on hundreds upon hundreds over the past 15 years, it seems every SMB deal shares one thing: Sellers tend to take that two week vacation when you're under LOI. SMB Buyers,
Just spoke with Searcher / SMB Buyer who's been all-in with a small midwestern bank for 4+ months, only to have a senior loan officer just reject the loan due to "lack of experience in the restoration space for post-close CEO". Searcher didn’t solicit any other term
Underwriter: What experience does the SMB Buyer have in landscaping?
Me: He just graduated from a top tier b-school. Previously, he was a VP at a middle market PE firm where he was on the board of a large landscaping company and oversaw 15 add-on transactions.
Underwriter:
Fantastic Weekend
@SMB_ash
Thank you
@Sam_Rosati
@laughridge
@MatthewGHinson
Inspiring to see how our generation shares knowledge, success/failures, and best practices to transform SMB ownership
First tweet since 2016 - More to follow.
LOL!!
@andyharbut
explaining to an underwriter who is giving us a ridiculous hard time listing all entities under the HoldCo as Additional Named Insureds, despite same ownership/same operations. For the insurance folks out there, the policy does not provide automatic coverage to
Last year, our SMB client fell victim to a cybercriminal who hacked their networks, locked their assets and demanded 20 bitcoin(~$600k) to unbrick the network.
They managed to negotiate the demand down to 10 BTC.
However, four months later, they suffered another devastating
Check out this email yesterday from a major insurance broker to their (former) client, trying to explain how to get a policy reinstated after it was cancelled because the broker failed to remit the client’s premium payment to the insurer.
The broker is one of the two largest in
SMB buyers: Don't forget to request 5 yrs of currently valued loss runs while under LOI to understand future Ex-Mod Factor. Claims against in-force policies aren't factored into current premiums! Plus, uncover valuable insight into TargetCo’s loss frequency/severity issues.
Cost of a workplace injury:
Medical expenses, increased worker’s comp premiums, lost productivity, legal costs, regulatory fines and penalties, training and hiring new employees, equipment, property and reputational damage.
Cost of Nest Camera:
$99
INSURANCE DILIGENCE FOR
#SMB
BUYERS
Let's be real — insurance diligence is rarely prioritized and often the most dreaded workstream.
To avoid most insurance related pitfalls POST-close, every SMB Buyer should be able to answer the falling questions PRE-close.
A thread 🧵
A delightful surprise from
@codywagee
for this exquisite bottle of Cab (now I know solid cabs don’t just come from Napa 😀) Thank you! Toasting to the successful closing of Sierra Diary. It was a pleasure working with you and looking forward to seeing how you grow and manage the
Huge announcement! Congrats
@ChandlerReedSMB
and
@Sam_Rosati
This is the real deal. This course is specially designed for SMB Buyers, offering practical, actionable guidance for acquiring an SMB. No filler, just facts. If you’re considering acquiring a business in 2024, sign-up!
Big news, ETA Folks:
The inaugural
@SMBootcamp_
Digital cohort is launching on January 30th, 2024
It's taken
@Sam_Rosati
and I almost a year to thoughtfully bring this to life
Our 6-week bootcamp delivers everything we teach at SMBootcamp Live, with the convenience of
Easy tip to potentially save $$$ on Worker’s Compensation.
In some states, there's a dual rate system for the trades (plumbing, HVAC) – high wage and low wage. Because injury rates are higher among lesser experienced, lower-wage workers, the premium rate can be up to twice that
Ahh, there's nothing like opening a freshly populated data room for a new deal early in diligence, especially when it's quite robust. It includes copies of all insurance policies, five years of current loss run valuations, and recently completed applications. Kudos to the seller
Large insurer just dangled NCAA Championship Game tickets in front of me. I told the underwriter, "Appreciate it, but I'd trade those for a quote on the utility contractor roll-up any day. Any chance we can make it happen by next week?”
#SMB
HVAC Seller telling the SMB MBA Buyer that all the insurance claims filed against the company are BS:
“Just setting the record straight. This claim in May '21, had this mishap on site - wasn't on me, though. A sub-contractor took a tumble off a ladder, broke his arm. This
More insanity in the SMB insurance marketplace.
The SMB acquirer is closing on a CA pool maintenance company with 12 vehicles. It's an asset purchase, so new insurance policies are a must. Outside of the ownership, there are literally no changes occurring at the business. You
SMB Buyers: Please go ahead and remove this specific Company “Specialty Towing” from your seller outreach campaign. I’d wager that 3/4 of their drivers are either uninsurable or have a suspended license.
The 2024 Self-Funded Search Conference is here! One day of talks and panels with some of the most impressive entrepreneurs and thought leaders in the space - followed by one day of tactical sessions by accountants, lawyers, and other deal experts. Get a ticket now - last year we
When will the SMB deal close? The searcher is pushing for 5/27 despite a $500k equity gap, the lender closing agent says 6/10. Meanwhile, buyer’s counsel says they are twiddling thumbs waiting for a turn of PA from the seller's counsel, and at this rate, it might be mid to late
2 weeks from closing on a residential roofing company,
#SMB
buyer reached out b/c their insurance “diligence advisor” (at a top 5 shop, no less) dropped a +$50K go-forward delta on them for General Liability insurance.
When we pulled back the covers, we saw an opportunity to
“I thought QoE provider reviews insurance policies since they requested the information” – Traditional Searcher who’s under LOI and closing a F-Reorg transaction in 10 days😲
✴️While the QoE provider will add up the policy premiums, they won’t tell you if the company is
About three years ago, a young producer at one of the top ten insurance brokers decided to channel his efforts towards PE firms and sought out my advice. At the time, he wasn't even familiar with basic terminology, e.g., what’s the difference between an "LP" (limited partner),
100% agree.
Currently working on a wide spectrum of deal sizes, from a self-funded searcher closing a $4m EV light manufacturing business to a LMM acquiring a $124m EV healthcare technology company.
Regardless of the deal size, my commitment remains unchanged: delivering the
Attention Searchers. 🚨
Even if you have experience in LMM PE, running a diligence process on a search fund deal is a whole different ballgame. ⚾
And forgetting that can be a painful mistake. ❌
Why? Here's one reason. 👇
Unusual Add-Back: The Seller offers a top-tier benefits package to employees, but states that he does so because he’s a “benevolent capitalist,” not because the benefits package is needed to attract and retain workers. He is arguing that the cost difference between his "Rolls
@SMB_Attorney
I'll take the other side of that. The RWI market will continue to mature, just like D&O coverage did years ago. It will go through hard and soft cycles, affecting demand like any other insurance product. Given the high transaction expenses in M&A, especially in MM deals, the RWI
SMB Buyer and Sub-Contractor Agreements
SMB Buyer: TargetCo company has shifted its operations. They used to perform the roofing operations in-house, but they have now delegated that work entirely to 1099 sub’s.
Josh: I see. The loss runs indicate multiple falls, which
@Sam_Rosati
I’m seeing the same thing too. As SMB acquisition has continues to grow, particularly in the self-funded model, the quality of diligence has noticeably declined. SMB buyers should take advantage of
@Sam_Rosati
offer.
Wow
Last night’s SMB event in Austin was a first for everyone
We started at Squatch Fitness
Hit a 45 min circuit workout
Followed by an ice bath and sauna session
And of course we had to top it off with a 3 course dinner at Suérte
Thankful for the 25 of you who chose to
@SMB_Attorney
This is awesome! And let's not forgot
@KHendersonCo
conquered Kilimanjaro during that time. Did any of those other attorney's even take a break?
Hit a triple today for the Search Fund Community
First - We closed a large Pari Passu transaction for a Wharton Searcher
Second - Issued a Pari Passu term sheet to a Searcher
Third - Spoke with a Searcher about their LOI with Pari Passu needed.
🔥🔥🔥
@tradesearcher
@FetaFund
I’d add Aspect Investors, Cambria Group, Search Fund Partners, Maven, Endurance WSC. Whether through direct consultations or through their board seats in various portfolio companies, I have provided guidance on a wide range of insurance matters. Working with these organizations
Exciting news to share with
#SMBX
! After a 13-month self-funded search process, this week I closed on the acquisition of a California-based testing services business that serves customers in the agriculture / food production industry.
Many
#SMB
buyers don't fully grasp the risks associated with roofing and how Workers’ Compensation can put you out of business. Most SMB Buyers will give me pushback when the insurer wants to conduct a pre-close Risk Control meeting or when I request additional safety manuals,
Good thread from
@FetaFund
We think about RWI as an alternative source of capital, and it's cost is 3-5%. With most SMB's WACC running at 8-12% at least nowadays, RWI is, economically, a no-brainer. Additionally, the RWI market has softened and there numerous insures willing to
Essential for SMB buyers considering a business with a fleet to request drivers license info. Some SMB buyers hesitate to ask, fearing it’s too intrusive. But I know of case where an SMB buyer didn’t check MVRs. Post-close, half the drivers/HVAC technicians were ineligible. The
One employee doesn’t have a drivers license, another had his suspended.
These guys are driving our trucks to job sites.
Another item to diligence next time. SMH.
#SMB
Buying a business for free? Old news.
How about getting PAID to buy a business?
My client acquired 14 cash-flowing gas stations and pocketed a cool $15 million along the way.
Sound too good to be true?
Here's the full story.👇
I’m reviewing the insurance program for a PE owned company. PE firm bought the company last year. A top five insurance broker did the pre-close diligence, but didn’t take over as broker post-close. I’ve read their DD report. The portfolio company maintained its pre-close broker
SMB/LMM Buyers: If TargetCo has unionized labor and pension obligations, check for pension liabilities early in the DD process, ideally before going under LOI. This can derail M&A deals late in process after significant time investment when it could’ve been caught earlier. This
Directors & officers, take note: Whether you're on a
#SMB
board or a major $86B start-up, D&O insurance is crucial. Think of it like “malpractice coverage” for your role as a director.
For affluent directors or board members, a standalone Side-A policy for "personal protection"
Congrats
@JonathanSlonim
on the successful completion of Dumore Corporation. Exciting to see the motion control platform investment thesis play out. Thank you for allowing us to be part of the deal team!
Business Income Coverage – Does it Cover your Revenue Generating Assets?
Just assessed insurance for a founder-led biz an
#SMB
Buyer is looking to acquire. Common findings include:
Missing D&O, Cyber insurance.
Property insurance tied to seller's real estate (not part of deal)
@JonathanSlonim
A buy-side RWI policy covers all unknown breaches of warranties (some standard exclusions apply), which includes seller-fraud. If a member of the deal team knows about it during DD, these would be excluded from coverage or later denied. Remember, penalties and fines are standard
Absolutely loving the story, journey and growth of SMB Law. Excited to see what happens in 2024! Huge congrats to
@KHendersonCo
and
@SMB_Attorney
on your achievements!
Imagine waking up each day, not to the sound of an alarm, but to the excitement of living life on your own terms.
This isn't just a far-off dream; it's the choice I made, and you can too in 2024 and beyond.
Here's the story...
On January 1, 2021, I worked at one of the
To the self-side attorney who was didn’t know what a CIM is, this ones for you!
@ElliottEHolland
gives us all in the
#SMB
space a masterclass on how to read a CIM like a pro and sniff out any red flags immediately. Great listen from the King of QoE!
Thanks,
@J_M_Vogt
for the great share. By the way, I've advised at least 10 of those searchers who scored over $10 million. It got me thinking, maybe the secret sauce is as simple as picking the right insurance broker? 😀
What exactly do search entrepreneurs need to believe and achieve to earn a $10M payday?
As of 2022, 27 traditional searches (out of 166) have delivered >$10M windfalls to entrepreneurs.
So what variables are most important to driving this outcome?
Great post and story. This may be an add-on for a larger HVAC/Plumbing platform. Here’s what I would except to find performing insurance diligence, and why I’ll likely have to tell the CEO or
#SMB
Buyer there are not insurance synergies for this acquisition, and why the Seller
How to buy a plumbing company:
Meet Frank
Frank is 76 and he has been plumbing since the 70’s and licensed since 1984
Frank is 76 and still working
Frank really wants to retire
I just met Frank this morning while grabbing my morning coffee
Tip 1: always go to the same
Humbled by the shoutout
@JonathanSlonim
Ilion Capital is on a roll. It's always my priority to ensure a smooth process and help navigate the overly complex world of insurance for my clients pre/post close. Looking forward to supporting more SMB acquires/LMM in their acquisition
PSA: If you need insurance brokerage help for a business acquisition,
@MrJoshFro
is your guy. Been dealing with some huge pain in the butt stuff and he’s been there every step of the way through multiple acquisitions.
If you view your lawyer as a service provider they will act like a service provider.
If you view your lawyer as a partner, they will be your partner and go above and beyond for you.
Middle market investors never skip insurance diligence; it’s embedded in the process, like QOE or legal.
But surprisingly, they will invest PERSONAL capital into their grad school buddies SMBs, without requiring the same scrutiny.
The irony?
SMB investments usually have MORE
One of my first deals after leaving BigLaw 8 months ago was representing the sellers of a roll-off dumpster company.
Before leaving BigLaw I represented PE groups in billion dollar+ transactions and suddenly found myself explaining to two grandparents what indemnification means.
More searchers come out of TX than any other state next 10 years. Such an entrepreneurial culture
If you’re in Dallas tonight be sure to swing by Happiest Hour.
Hear good in the trenches stories, debate broker vs. outreach, ideal SDE, and how many snaps Arch should get
@WilsonCompanies
I advised Chaver Capital on their bowling alley platform called Triple Shift Entertainment. Years ago Wellspring Capital invested in Lucky Strike.
@chrisxmunn
CA insurance regulatory landscape is a nightmare. Regulators are taking their time to approve proposed insurance rate increases, which insurers desperately need to justify their exposure and potential losses. Why would insurers continue doing business in a State where they will
SMB buyers you wouldn't pick an employment lawyer for deal counsel, right? (That’s a Seller move!) Same logic applies to insurance due diligence advisor and any other 3rd party advisor. Don't settle for one without significant M&A expertise. So many land mines to navigate. The
New Whitepaper Alert 📄🔍| Insurance Considerations and MSO Insurance for Healthcare Investors/Buyers - This guide demystifies MSO Insurance and how to properly set-up the post-close insurance program.
@andyharbut
What impact will this have on the insurance industry? It's a non-issue in CA, but many older producers hop from one agency to another, continually waiting out their 1-2 year non-competes and never really validating/working again. Are younger producers more likely to switch firms
BREAKING: The FTC just banned non-compete agreements, per MorePerfectUnion.
The Federal Trade Commission has issued a final rule making it illegal for bosses to make workers sign noncompetes in any scenario, and voiding nearly all existing noncompetes.
Another common question from self-funded searchers is, "What do I do when a broker asks me for proof of funds?" This is the first test of your sales skills, which will be necessary for not only closing your deal, but also your life as a small business owner. Here are some tips:🧵
2024 is going to be an even larger year in the ETA space compared to 2023 for deals that are trading in the SBA financing pocket of the marketplace
The biggest factors that I see driving this:
➡️ Increasing popularity of search (more demand entering the market)
➡️ Partial
Getting hit with a 2.40 Workers’ Compensation ExMod should not be a surprise to an
#SMB
operator/ acquirer - it's foreseeable and preventable
A strong insurance partner facilitates employee safety training, strong claims advocacy, reducing the frequency 1/2
Today I’m 44.
Honestly the last 6 years have been tough.
What would you tell your 44 year old self? If your younger -> look forward
If older <- look back.
Here is my story:
I had a great childhood in upper middle class OC. At 18 I tried college for a year, wasn’t for me
@moseskagan
is 100% right and while real estate isn't my focus, I wanted to share a few reasons (of many) why you shouldn’t relay on seller’s P&L to estimate go-forward insurance expense for SMB / M&A transactions:
1) Insurance premiums are generally determined at policy
NEVER rely on the seller's P&L to estimate the insurance costs you will face.
Sellers are very frequently under-insured, bc they set the insured amount at the time *they* bought and failed to increase the limits as construction costs went up over time.
More than 30 pro-Palestinian Harvard students participated in a 12-hour hunger strike Friday in solidarity with students at Brown University pressuring the Brown Corporation to divest from Israel.
@mnamponsah
and
@AzusaLippit
report.
@n_evans
@KirkNewcombe
Right. The seller believed they could change the coverage split from 100% to 70/30 for employee only and also greatly lower the contribution rate for dependent / family coverage
When buyers’ make assumptions about policies surviving the close…well, you know the saying...
Don’t get caught with your pants down when the lender asks for certificates of insurance, 2 days pre-close. Stay ahead of the game and ensure a smooth closing by using the guide above.
SMB recently launched and performs Urban Search and Rescue training. They provide medical training to local fire/police, USAR disaster teams both domestically and abroad and generates $3m in revenue. No direct patient care is given.
The company needs to show Professional
Good advice! In a recent deal, the buyer delayed conducting a background check until just 2 weeks before closing. Result? The Seller was found to have a fraud conviction.
Here's your regular reminder to ALWAYS run a background check on sellers.
Do it early! And pay for a GOOD one (i.e., not Intellius).
I use
@EthosRisk
. The company is currently run by a searcher, Micah Smith. 😍
They're expensive, but they're worth it.
Good luck out there!
Congrats
@SantiagoIzzy
Thank you for allowing me and
@andyharbut
to be part of this transaction and incredible deal team. Looking forward to seeing you crush it in this next chapter! LFG!
I'm thrilled to share that I've successfully finalized my first business acquisition. This achievement wouldn't have been possible without the support of my exceptional deal team and many others on this platform. Thank you all for your guidance and encouragement throughout.
M&A Monday: How to Structure a Seller Note in an Acquisition.
The Seller Promissory Note is one of the best tools when structuring an acquisition. Seller notes are common on SMB deals and used strategically by independent sponsors and small PE.
Each Monday I post one lesson
🚨BIG NEWS ALERT🚨 Launching our first IRL
@searchfundco
Deal Team Coworking Day: NYC
25% off: SFCNYC25
A day of connection, collaboration, and insights to help active searchers take things to the next level. Ready to search together? Join us! 🚀
Shoutout to the producer who's basically a ghost, hasn't closed anything this year but magically appears every Friday to grace us with a whitepaper he discovered. Thanks buddy!