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www.MarshBerry.com THE PERFECT M&A STORM 2017 STATE OF THE INSURANCE INDUSTRY An advantageous market gave selling firms a welcome lift — but we believe that profitable growth is the only true guarantee to maximizing agency value. Page 2 DECEMBER 2017 • JANUARY 2018 Broker Spotlight ONEDIGITAL Page 6 Growth & Deal Value... Cause or COINCIDENCE? Page 8 Does Your Agency Have a SALES CULTURE? Page 10 Using Data as Your MARKET DIFFERENTIATOR Page 12 QUARTER In Review Q&A Page 14 BROKER Tearsheet Page 15

THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

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Page 1: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

www.MarshBerry.com

THE PERFECT M&A STORM 2017 STATE OF THE INSURANCE INDUSTRY

An advantageous market gave selling firms a welcome lift — but we believe that profitable growth is the only true guarantee to maximizing agency value. Page 2

D E C E M B E R 2 0 1 7 • J A N U A R Y 2 0 1 8

Broker SpotlightONEDIGITAL

Page 6

Growth & Deal Value... Cause or

COINCIDENCE?Page 8

Does Your Agency Have a SALES CULTURE?

Page 10

Using Data as Your MARKET

DIFFERENTIATORPage 12

QUARTER In Review Q&A

Page 14

BROKER Tearsheet

Page 15

Page 2: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

MARSHBERRYlearn. improve. realize.

800.426.2774 MarshBerry.com

Securities offered through MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Company, Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 (440.354.3230).

Marsh, Berry & Company, Inc. is honored to be the investment banking firm that brokered the transactions that brought these 24 agencies and one networking organization together to form Alera Group1, as funded by Genstar Capital.

HAS ACQUIRED A&B Insurance and

Financial, Inc., AB Capital Group, LLC, Insurance

Exchange, LLC, & Smart Choice Health Plans, LLC

dba Florida Health Team, LLC

HAS ACQUIRED C.M. Smith

Agency, Inc.

HAS ACQUIRED Coury Health Services, Inc.

HAS ACQUIRED Hampson

Mowrer Agency, Inc. dba Hampson

Mowrer Kreitz Agency

HAS ACQUIRED K.B. Group

Services, Inc. dba Group

Services, Inc.

HAS ACQUIRED Shirazi Benefits,

LLC

HAS ACQUIRED American Insurance

Administrators, Inc. dba AIA

Benefits Resource Group

HAS ACQUIRED Centennial Group

Benefits and Insurance

Services, Inc.

HAS ACQUIRED Forum

Benefits, Inc.

HAS ACQUIRED HP Planning, LLC (dba CBP and/or Creative Benefit

Planning)

HAS ACQUIRED

Pentra, Inc.

HAS ACQUIRED Shirazi-Miller Benefits, LLC

HAS ACQUIRED Benefit Advisors

Network, LLCdba BAN

HAS ACQUIRED Beacon Retiree Benefits Group,

LLC

HAS ACQUIRED

MFG Retirement Systems, Inc. dba

PWA Insurance Services

HAS ACQUIRED TRUEBenefits,

LLC

HAS ACQUIRED

Benico, Ltd.

HAS ACQUIRED INGROUP

Associates, Inc.

HAS ACQUIRED Robert G. Relph Agency, Inc. (dba

Relph Benefit Advisors) & Flexible

Benefits System, Inc.

HAS ACQUIRED Virtus Benefits,

LLC

HAS ACQUIRED

Brown & Noyes, LLC dba Ardent Solutions

HAS ACQUIRED Corporate Plans, Inc. dba CPI-HR

HAS ACQUIRED GCG Financial,

Inc.

HAS ACQUIRED J.A. Counter &

Associates, Inc.

HAS ACQUIRED Silberstein

Insurance Group, LLC

1 Marsh, Berry & Company, Inc. was financial adviser to the participating selling organizations. These organizations were acquired by Alera Group effective December 30, 2016.

Page 3: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

1CounterPoint December 2017 • January 2018

CONTRIBUTING AUTHORSBRIAN EGGLESTON, National Organic Growth Consultant

COURTNEY FERRARA, Senior Consultant

DAN GIRARDI, Senior Consultant

KYLE HOEFT, Senior Consultant

CHRISTINA MORAN, Business Unit Manager, Peer Exchange Networks

PHIL TREM, Senior Vice President

ALISON WOLF, Director, Research

COUNTERPOINT EDITORIAL BOARDMEGAN BOSMA, Senior Vice President

LAUREN BYERS, Vice President, Marketing

ALISON WOLF, Director, Research

ABOUT COUNTERPOINTCounterPoint is the proprietary publication of MarshBerry. The magazine offers eleven editions annually and is published for independent insurance agents and brokers, national brokers, private equity firms, banks & credit unions, insurance carriers and specialty distributors.

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T L O O K I N G F O R W A R D : 2018 State of the IndustryIt is difficult to plan for where you are going in the new year without taking inventory of where you’ve been. For many independent agencies, planning for the future means taking an honest assessment of how you have historically operated and making changes in preparation for one of the most important milestones for your business — Perpetuation. Perpetuation is a process, not an event, but there are actions we feel you can and should be taking now in order to help ensure that you will have control over your own destiny. Wait too long and the decision will be made for you, and it may be one you neither wanted nor the one you’ve long been promising employees.

OFTEN TIMES MAINTAINING CONTROL OVER YOUR DESTINY MEANS FUNDAMENTALLY CHANGING THE WAY YOU RUN YOUR BUSINESS RATHER THAN TINKERING. For example, after decades of running a business to support a lifestyle, you may need to shift focus to empowering your business with the tools, talent, growth and profitability to perpetuate on your terms.

In this issue of CounterPoint we hone in on what strong stable growth can mean for your agency during a sale. In general, growth can cure many ills. When you perpetuate internally, strong growth can help the next generation manage the debt used in the transition. If you are not yet at the perpetuation phase, strong growth can help drive profitable returns for the owners. But, how does strong growth help you when you are exploring an external sale?

It is no secret that consolidation in today’s Merger & Acquisition marketplace continues at a torrid pace. Revenue and EBITDA (Earnings Before Interest, Taxes, Depreciation & Amortization) multiples are constantly bandied about, serving as a consistent reminder of the importance of profitability and scale as it relates to value.

With no such ubiquitous barometer for the impact of growth on value, we take a closer look at how firms compare historically in terms of organic growth and multiples in the transaction space.

Finally, having established that growth is an important component of controlling your own perpetuation destiny and maximizing value in a sale should you choose to go that route, how do you get there? Culture can be the key impediment or catalyst.

2017 brought us the perfect storm for M&A activity and, in our opinion, 2018 shows no signs of slowing. Now is the perfect time to look back at your past performance and build a strategy to control your destiny in 2018 and beyond. n Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

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2 December 2017 • January 2018 CounterPoint

You’ve heard the story about the owner who promised he’d never sell—it was practically a company mantra. He

told his people, “Don’t worry…,” and he assured clients that the firm would perpetuate. He was building a legacy. And then succession time arrived and the owner did the one thing he said he’d never do: sell. You’ve watched the

story play out. So have we — countless times.

by Phil Trem, Senior Vice President440.392.6547 | [email protected]

Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

THE PERFECT M&A STORM 2017 STATE OF THE

INSURANCE INDUSTRY

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3CounterPoint December 2017 • January 2018

competitive market. Your business still must prove it can sustain profitable growth over the long-term. So, we look back on 2017 as a tremendous year for M&A and certainly a beneficial market for sellers with high-performing companies. But there are also some important lessons to take away from the perfect storm related to growth and profitability.

In our opinion, you must achieve both to be a truly valuable company whether you decide to sell or remain independent.

Achieving Healthy Organic Growth What’s your focus for 2018? Looking back on your performance in 2017 and the market opportunity, how did you perform from a growth perspective? Did you ride the market highs — or drill down and concentrate on producing organic growth that is a benchmark for high performance?

The reality is, most business owners, or leaders, either lead to a number or they lead to an event. If you’re a firm that wants to remain independent vs. selling, you must lead toward the numbers. Based on our industry experience, a key number is achieving 20% new business written as a percent of your prior year’s commissions and fees. So, for example, if you are a $10 million business, you should produce $2 million in new sales in 2018. How close are you to hitting that target?

The average firm will write between 12% and 14% new business1. We know that jumping from 13% to 20% doesn’t happen with a little tweaking — it requires fundamentally changing your business model. You must evaluate your producers and hold them accountable for performance. You must make sure that service teams are managing those support roles so producers can focus on hunting and signing new business. Ultimately, you must step back and determine how much business was written in 2017 and review your people and processes to find weak links and faltering processes. Do you need more producers? Do you need a culture shift to drive performance through accountability? Is your compensation model effective or breeding complacency?

Organic growth is critical for keeping pace with the market today. High-performing firms should have the ability to grow their revenue base by 12-15% regardless of the rate

We believe that perpetuation is an option — if you do the hard work of producing sustainable, organic, profitable growth.

2017 introduced an interesting twist to the typical seller story. We saw that the year brought a perfect storm of high multiples, record merger and acquisition (M&A) activity and slight growth in an agency’s existing book of business due to exposure base expansion and a rate environment that is tiptoeing upward. Selling firms are receiving a boost from an advantageous market and many may likely achieve out of the ordinary earn-outs because of it — numbers they probably wouldn’t have accomplished on their own.

Indeed, it is the perfect storm. And, there are storm chasers: opportunistic sellers who have decided to capitalize on the aggressive marketplace and natural market lift. Who can blame them? If succession was the plan for 2017, the timing was right on for maximizing the value of their firms.

That said, the unusually high multiples, robust M&A activity and well-positioned earn-outs we saw in 2017 did create somewhat of a false sense of security. Firms could have viewed their growth and valuation multiples as a product of their internal efforts, when in fact the market is blowing extra wind into their sails, puffing up what might have been stagnant growth or average profitability. So, when the high is over, what will these firms have gained?

The state of the industry is undoubtedly exciting — 2017 was a dynamic, adrenaline rush year. It could have been overwhelming for owners who weren’t ready to make the decision: perpetuate or sell? They might have felt a push to go to market because of its attractive conditions.

Now, taking a step back, it’s important to recognize as we continue on to what we believe is likely going to be another year of strong M&A activity, high multiples, and potential rate increases, that the market’s appeal can be deceptive. Not every business is getting nine times EBITDA (Earnings Before Interest, Taxes, Depreciation & Amortization) when they sell. Not every buyer is willing to pay the highest price because of a

EMPOWERING YOUR BUSINESS WITH TOOLS, TALENT, GROWTH AND SUSTAINED PROFITABILITY GIVES YOU OPTIONS.

1“Average” is defined here as the average of all agencies in MarshBerry’s proprietary database, Perspectives for High Performance.

Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

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IS PURCHASE PRICE DEPENDENT ON ORGANIC GROWTH?Independent agencies who responded to MarshBerry’s Market & Financial Retail Report (2017) overwhelmingly reported using historical growth as a key metric in evaluating an acquisition (and not historical profitability). We decided to dig deeper — does growth drive purchase price?

What did we find? Consideration of strategies to fuel organic growth and improve operational efficiencies are intertwined to help maximize value. According to MarshBerry’s proprietary financial management system, Perspectives for High Performance (PHP) database (data from all reporting and benchmarked agencies), organic growth rates of independent agencies are more volatile than realized transaction EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) multiples — which is a common way to calculate a purchase price.

In actual reported deals - three out of five most recent years saw deals within the insurance brokerage space that closed with multiples over eight times EBITDA margin (realistic purchase price as multiple of EBITDA). In addition, deal volumes in the past two full years have been historically high, and 2017 is trending to be similar so far. While we believe that organic growth is an important input of each customized valuation there are other potential factors, too.

Examples of other potential factors for consideration include, but are not limited to: 1) niche specialization, 2) operational efficiencies, 3) producer and service staff infrastructure, 4) expected rate of return, and 5) investor time horizon to name a few.

In other words, while we believe that organic growth is a key component of deal values, it is typically not the only one. nSecurities offered through MarshBerry Capital, Inc., Member FINRA Member SIPC and an affiliate of Marsh, Berry & Company, Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122- 440.354.3230

OF THE MONTH

4 December 2017 • January 2018 CounterPoint

environment, exposure base or economy. That’s what we call sustainable growth, and it’s important for success in any market.

Driving Profitability — Not a Lifestyle Are you running a lifestyle business or a profitable company?

In our experience, we have seen that businesses in the insurance industry that ride the waves of loyal clients, and high renewal rates, tend to get complacent. They fall behind on generating new business. And, owners can end up “using” the business to support their personal lifestyles rather than investing in people, processes, technology and other instrumental tools to help drive performance. Running a “business as usual” can be a detrimental practice if the plan is to perpetuate — or to fetch a high market value. Even with all the M&A activity we have experienced, buyers want to see profitable growth and performance potential for the future. That’s not what a lifestyle business provides.

Take a good look at your company’s general ledger. What expenses are you running through the business? Did you agree to a one-time expensive bump in salary for a producer

in 2005 that is continuing to tax your profitability 12 years later? Are you paying for value-added client services that either producers should be contributing to or that clients should be paying for through additional fees? Is your meals and entertainment budget out of line? Are you paying everyone market compensation? Are you paying producers for work they are not performing?

Even seemingly small expenses can amount to a big burden on your business. It’s important that you continue to invest in the business, but be sure the money you’re spending can be measured and outcomes can be tracked back to those dollars spent. Otherwise, you’re putting more money into your business than you’re getting out of it — and you could be spending more from the business than is healthy for your profitability.

Looking Ahead, Growing Strong Looking ahead to 2018, we see a bullish M&A market that will continue to stay strong. And, we see a heightened awareness from buyers.

Even in a competitive market with high valuations, buyers aren’t going to overpay for a business that doesn’t promise

Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

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5CounterPoint December 2017 • January 2018

future growth and profitability. Therefore, we believe that successful firms — no matter if their plans are to sell or remain independent — must focus on performance. Their profitable growth should keep pace with the market so they can maintain their value regardless of their succession plans.

Meanwhile, we see that businesses, agencies and brokers are looking for ways to evolve their operations. They’re approaching the market with a consultative mindset and creative solutions. It’s not enough to be a service provider — you’ve got to be an innovative problem-solver. This will separate firms in the market, and especially smaller firms that are getting more competitive as the M&A market continues to rage.

We’re seeing organizations that were local competitors being acquired by some of the larger firms, and now those acquirers have more arrows in their quiver and stronger solution sets. This underscores firms’ need to focus on continual improvement — on achieving that essential profitable growth that is the mark of a high-performing organization.

We expect 2018 to be another dynamic year. And coming off an active M&A market in 2017, our opinion is that the coming months show no sign of slowing down.

Insurance businesses must move forward full throttle to keep pace. Now is not the time to kick it into neutral, despite a strong economy and promising earn-outs. The question we leave you with is this: If you take away the M&A activity, growth in exposure base, promising rate environment and positive economy — if you take all of that away — can your company stand strong on its own?

WITH PROFITABLE GROWTH, AN EYE ON DRIVING PERFORMANCE AND A FOCUS ON INVESTING IN PEOPLE AND PROCESSES, THE ANSWER CAN BE, “YES.” n

Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

AVERAGE ORGANIC GROWTH

Source: MarshBerry proprietary financial management system, Perspectives for High Performance (PHP). Note: outliers excluded based on MarshBerry experience and opinion. “Average” is the average of all agencies in MarshBerry’s PHP system. Past performance is not indicative of future results.

AVERAGE PURCHASE PRICE AS A MULTIPLE OF EBITDA

Securities offered through MarshBerry Capital, Inc., Member FINRA Member SIPC and an affiliate of Marsh, Berry & Company, Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122- 440.354.3230

Source: MarshBerry opinion and experience and proprietary database of transactions in which we were directly involved, those from which we have detailed information, transactions in the public record, our knowledge of the marketplace, and discussions with active buyers and sellers. Multiples are averages and do not imply that all deals fall within these parameters. Past performance is not indicative of future results. Individual results may vary. Data based upon Realistic Purchase Price, defined as the amount paid at closing plus any additional payments received via live outs, holdbacks and earnouts. EBITDA: Earnings Before Interest, Taxes, Depreciation and Amortization.

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OneDigital partners with Zenefits —Marrying Technology & Advisory

Mike Sullivan, Chief Growth Officer, OneDigital Health and Benefits, Inc. (“OneDigital”), discusses how the Zenefits partnership benefits their brokerage and the impact it could have on M&A activity in the industry overall.

by Phil Trem, Senior Vice President 440.392.6547 | [email protected]

With OneDigital Health and Benefits announcing a partnership with Zenefits — whose People Platform provides a comprehensive, mobile HR experience — the result is a symbiotic relationship that spells organic growth and acquisition for both market players. According to OneDigital, they expect to triple its $5 billion premium base in the next five years. And, Zenefits will expand its market to serve companies of all sizes.

Employers today are demanding a digital experience. And now, OneDigital can provide that to its tens of thousands of clients through the Zenefits platform.

Zenefits CEO Jay Fulcher said in September of 2017, “We look forward to a collaborative partnership that gives our joint customer the best technology and service combination in the industry.” He notes that OneDigital is the leader in the brokerage industry, with a reputation for its expertise, reach, progressive mindset and local service.

With the partnership, OneDigital gains access to analytics, tools and support to deliver HR services to employees through an intuitive mobile experience. The companies hope to bring the cloud mindset to the employee benefits/HR arena while integrating the benefits of working with local benefits advisers. So, there’s the tech platform and the human touch.

Until now, we didn’t see one company that could provide technology and benefits consulting for small and mid-sized employers. The OneDigital and Zenefits partnership changes that picture completely. Phil Trem (PT): How will Zenefits collaborate with OneDigital brokers — what does this partnership look like?

Mike Sullivan (MS): OneDigital brokers will be a part of Zenefits’ certified broker program, but at the end of the day, the strategy is not wide — it’s deep. To be successful as a company, we can’t deliver the volume they need on our own, so our view is that other firms will leverage the technology and deploy it as they see fit. We are plowing every dollar we make back into a platform and infrastructure level build-out because we feel there is a significant technology gap from what our clients need vs. what anyone can deliver on their own today. That is an opportunity for us to invest in the future — and that is the way we are looking at it.

PT: Does the partnership bring more opportunity to you from an M&A perspective? Are you a more desirable partner given the immense competition we have talked about in the past in this buyer category?

MS: Yes. Depending on a firm’s user segmentation strategy, the benefits technology fits the 20-200 sized firms. My sense is, they view it in the long-term as a platform for firms in the 20-1,000 category, and that’s the vast majority of our business. So, that allows us to check the box on technology in a much more meaningful way.

Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

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Join us for the preeminent event for specialty distributors in the insurance space — Peak Performance creates an intimate networking opportunity for executives to learn and help improve their business.

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REGISTER TODAYWWW.MARSHBERRY.COM/PEAK OR 800.426.2774

Securities offered through MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Company, Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 (440.354.3230). Marsh, Berry & Co., Inc. and its affiliates are non-affiliated entities with BankDirect Capital Finance, Oak Street Funding, NetRate Systems, RSG Underwriting Managers and StateNational

Think Differently

THANK YOU TO OUR 2018 SPONSORS:

7CounterPoint December 2017 • January 2018

In terms of our attractiveness, I was meeting with our M&A team talking about this and my sense is that this isn’t necessarily a segment — carriers we have talked to said that Zenefits technology is further along than anyone else’s. So, if you are a brokerage operation that lives in the small-and mid-size employer marketplace, we think we are heading down the path of having best-in-class solution. The only way we believe you get to that is to marry technology and advisory as tightly as it can be done. So, platform-level integration, teams being trained the same way… You have a lot of solutions out there that are one-stop shops that do one thing well and another thing not so well.

We think we are different and where our story resonates with others is that no one has built what we have. We feel like we are building a cost advantage in the market and this should make us appealing. But we are already trying to delineate ourselves from roll-up firms that do absolutely nothing for their acquired properties other than a liquidity event. So, this is one more incremental step down that path.

PT: Does the partnership change how aggressively you will pursue M&A? With M&A momentum, does this change your team’s desire to accelerate the amount of M&A activity you are currently doing?

MS: We had a great run and for the better part of 4½ years we were really focused on operational efficiency. Most of our conversations were about margin. Now, the conversations are about what we can do to accelerate growth. So, the lens we are using is cultural fit. When you grow up as an outsource company — and on the Digital Insurance path, we were in the side door of almost every large firm in the country — you get a birds-eye view of what works and what doesn’t. We have an appreciation for what it takes to run a national business but still maintain a culture of collaboration and the right vibe across the organization. So, that has served as a proxy for everything we do.

Our position is, it’s still in the early innings with OneDigital, but come have a conversation. We are especially looking to recruit in areas where we don’t have a hub. That has accelerated our desire to aggressively look for people who can build in different parts of the country. We are not looking for folks who want an exit strategy. We are looking for folks who can say, ‘We want to build something special.’ There are still people looking for that.

According to Sullivan, another piece of the puzzle is the organic growth trajectory of their businesses. For those firms in the 20-500 space, this is a huge opportunity for growth and they need to find those firms. nSecurities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

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Growth & Deal Value… Cause or

Coincidence?by Courtney Ferrara, Senior Consultant 440.392.6586 | [email protected]

Growth should be an important focus for your business for a number of reasons. Retention is important. Writing new business is challenging. The more clients you lose, the more new business you have to write in order to grow. In an industry where firms with solid retention statistics can usually retain 90-95% of their client base each year, the focus should be on growth from new business.

There are many reasons to grow, and not just for growth’s sake. Perhaps there is debt the agency must pay down, you may need improved cash flow for investments in producers or value-added services, or maybe you are like most owners who are expecting the value of your business to appreciate over time.

BUT CAN GROWTH REALLY ENHANCE YOUR VALUE IN THE MERGER & ACQUISITION (M&A) MARKETPLACE? IF WE ARE TO BELIEVE THE DATA, THE ANSWER IS “YES, IT CAN.”Based on deals from 2014-2016 in MarshBerry’s proprietary deal database, a higher growth rate in commissions & fees translated to a higher realistic purchase price multiple in a transaction. Agencies growing less than 3% on average landed in the bottom quartile of multiples. Growth for those in the top quartile of deal values was more than 12% in their most

recent year end, more than four times the lowest tier of deal values. There was less variance among the middle 50% of deals, with the second and third quartiles separated by a growth differential of less than 1%.

We know many agencies do not want to sell externally, though some will choose to take advantage of high market multiples, and some may sell due to the lack of an internal perpetuation plan or other reasons. If you are an agency owner that may consider a sale of your agency in the next year, three years, ten years or beyond, we believe that one of the best things you can do today to potentially enhance your value in the future is to invest in growth. Sometimes the adage holds true “you have to spend money, to make money” which may mean investing by hiring more producers or exploring additional tools and resources that

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2014-2016 AVERAGE C&F GROWTH AND DEAL

MULTIPLE QUARTILES

C&F: Commissions and FeesSource: MarshBerry opinion & experience and proprietary database of transactions in which we were directly involved, those from which we have detailed information, transactions in the public record, our knowledge of the marketplace, and discussions with active buyers and sellers. Past performance is not indicative of future results. Individual results may vary. Data based upon Realistic Purchase Price, defined as the amount paid at closing plus any additional payments received via live outs, holdbacks and earnouts.

Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

Page 11: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

in Partnership with Insurance JournalMarshBerry and Insurance Journal have joined forces to bring a series of online technical training courses designed specifically to provide new producers in the Property & Casualty insurance industry the knowledge they need to develop a foundation for success.

This 15-hour, 8-week program is authored and instructed by Christopher J. Boggs, CPCU, ARM, ALCM, one of the top insurance educators in the country. In addition to the 8-week program, subscribers also have access to the entire catalog of courses and live webinars.

For more information, and to view a current training curriculum, visit: www.MarshBerry.com/training-portal

Property & Casualty Insurance Training for New Producers

9CounterPoint December 2017 • January 2018

clients value and which can help you grow. In other cases, it may mean developing a new producer compensation plan structured to help drive new business generation, and the investment comes in the form of producer bonuses designed to bridge the shortfall in payroll that producers encounter during a transition to the new plan.

There are many other factors besides growth that tend to influence a firm’s value in the marketplace, and we are not suggesting that “growth at all costs” is a mandate you should follow. Rapidly growing agencies with little investment discipline may not earn the highest multiples in the marketplace. But we believe that consistent, profitable growth will likely continue to be rewarded with favorable multiples when compared to peer agencies that have little to no growth. n Securities offered though MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440-354-3230

CONGRATULATIONS to the following

organization that was recently represented

by MarshBerry in their transaction:

Securities offered through MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Company, Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, OH 44122 • 440.354.3230.

Hilb Group, LLC HAS ACQUIRED

HR Knowledge, Inc.1

1MarshBerry was financial adviser to the Seller

Page 12: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

10 December 2017 • January 2018 CounterPoint

Does Your Agency Have a

Sales Culture?by Brian Eggleston, National Organic Growth Consultant 616.828.5533 | [email protected]

How do you define your organization’s culture? How would you define your sales culture? When I ask agency leaders these two questions I almost always receive two different answers. When executives describe their organization’s culture I often hear about a compelling value proposition, how they provide the best service, and have leading-edge technology. The glaring omission is that of growth and sales.

AGENCIES DON’T HIT THEIR GOALS AND GROW WITHOUT GENERATING REVENUE, SO WHY ARE PRODUCTION AND SALES NEVER MENTIONED AS PART OF THEIR CULTURE?Agencies that exhibit a sales culture are data-focused, have aligned goals across the organization, engage in professional development and coaching and are continuously reinforcing that culture. A true sales culture enables you to bring in top new sales people and hit the ground running instead of placing a square peg into a round hole.

Tracking sales activity and results is paramount to establishing a sales culture. Many agencies have a focus on data that tracks the performance metrics internally and share the sales results on a weekly and monthly basis. High growth agencies take the metrics and data a step further, deriving actionable insights from the results. They have a well-defined sales process and can see where breakdowns occur in the process in order to improve. Often times those insights lead to coaching moments.

Top organizations are constantly reinvesting in their team in the form of professional development. Seventy-five percent of high growth agencies implement a sales coaching program. Coaching and training makes a significant impact on the behavior of a producer and drive better results. Coaching makes your employees better in their job, reinforces a consistent culture, and is great for talent acquisition and retention. When agencies are coaching and training employees they should always review the metrics of the employee — the truth is always in the numbers.

In order to get to the truth in numbers, the correct numbers have to be set from the start. New Business goals for producers should be set on an annual basis and should stem from the organization’s overall goals. Each department and each employee’s growth goals should align and produce the sum on the organization’s objective. FO

R TH

E R

EC

OR

D

Source: 2017 MarshBerry Organic Growth Trends Report

DOES YOUR AGENCY HAVE A

CLEARLY DEFINED SALES PROCESS?

Page 13: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

11CounterPoint December 2017 • January 2018

Once a sales culture is established in an organization, it must be supported and reinforced. It is insufficient to have a monthly sales meeting and claim there is a sales culture because of a titled meeting. Sales cultures are created and sustained because their practices are reinforced. High growth agencies are transparent with their metrics and discussion of pipeline management and sales processes at these meetings, they share a leaderboard of top sales performances and celebrate in successes. A sense of competition and urgency is created by recognizing those that are successful and eliminates complacency. With each decision that is made within the organization, the question should be asked, does this decision lead to revenue generation with a new or existing client?

Without an established sales culture, an agency could hire the top sales person with the expectations that they will drive growth on their own. The exact opposite occurs. The Rockstar sales person ends up becoming frustrated due to the lack of sales process, support and overall culture and typically ends up leaving. This result further damages an agencies culture and retention.

Agencies must focus on their sales culture in order to experience continued and consistent growth. A strong commitment to the culture change will yield better results, drive profitability and overall growth. Next time you are asked about to describe your culture, do you describe it as a sales culture and are you truly committed to that culture? n

DOES YOUR AGENCY PROVIDE YOUR PRODUCERS

WITH FORMALIZED SALES COACHING?

Source: 2017 MarshBerry Organic Growth Trends Report

MarshBerry’s Intellectual Capital Team Launches InsurTech Channel CheckA Channel Check is a “light survey” using primary research*, conducted by MarshBerry, to gather opinions on relevant topics from within the industry.

Our second edition focuses on InsurTech. While it may resemble a “Wild West” environment — InsurTech is full of technology-related companies that are striving to solve problems and remove inefficiencies in the insurance industry.

The InsurTech Channel Check addresses:n What does InsurTech mean?

n Is InsurTech leading a shift from product-centricity to consumer-centricity in insurance?

n What’s the uptake on these technologies?

Download your complimentary copy at www.MarshBerry.com/InsurTechCC

Need help identifying where your agency should focus? Contact us for a strategy consultation at 800.426.2774 or visit us online at www.MarshBerry.com.*Primary research is defined as discussions used to gather specific perspectives related to an industry trend and/or market participant. It can involve questionnaires, surveys or interviews with individuals or small groups. It may or may not be used for exploratory purposes and is not intended to be used to assist in making investment decisions.

Page 14: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

12 December 2017 • January 2018 CounterPoint

by Christina M. Moran, Ph.D., Business Unit Manager, Peer Exchange Networks440.220.5273 | [email protected]

If MarshBerry is known for anything, it is likely to be for its ability to turn data into knowledge and that knowledge into action.

The 2017 Peer Exchange Network Summits focused on how independent and bank-owned insurance brokerages can utilize their data to enhance their performance trajectories in ways that have exponential effects on their value.

When MarshBerry looked introspectively at the data, specifically regarding how our company has done in terms of helping clients enhance their performance through peer exchange membership, the numbers speak for themselves:

2017

YE

AR

IN

RE

VIE

WPEER EXCHANGE NETWORK NEWS

Using Data as Your Market Differentiator

EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization. Best 25% = Best 25% of agencies with regard to EBITDA or Organic Growth in the Perspectives for High Performance Database who had participated in one of MarshBerry’s Peer exchange Network from 2009 to 2016. Individual results may vary.Source: MarshBerry proprietary financial management system, Perspectives for High Performance (PHP)

EBITDA AS A % OF NET REVENUES 2009-2016

ORGANIC GROWTH 2009-2016

Page 15: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

13CounterPoint December 2017 • January 2018

CONGRATULATIONS TO OUR 2017 PINNACLE AND PIN UP WINNERS!A landmark facet of membership in MarshBerry’s Peer Exchange Network centers on the substantiation of performance with data. During our semiannual summits, we come together to recognize the firms whose performance has excelled beyond that of their peers. The Pinnacle and PIN Up awards are bestowed upon our APPEX members to acknowledge achievement. Both accomplishments are awarded in relation to an organization’s performance indicator number (PIN), a proprietary performance ranking that ranges from 0 to 10. According to MarshBerry historical data, agencies who perform well (e.g., have a high PIN) tend to have a higher agency value.

Complementing and reinforcing MarshBerry’s mission, we hosted exceptional and insightful presentations from numerous speakers, including MarshBerry’s own Chairman and CEO, John Wepler, as well as the Cleveland Browns Chief Strategy Officer and subject of Moneyball: The Art of Winning an Unfair Game, Paul DePodesta.

THE MESSAGE FROM THESE SPEAKERS WAS LOUD AND CLEAR: IF YOU AREN’T ALREADY USING DATA IN YOUR BUSINESS, BE PREPARED TO BE PASSED UP BY YOUR COMPETITORS.Challenging Our PartnersPerhaps understated, the meat of the network meetings is the time spent in our Strategic Issues Groups (SIGs).

SIGs allow agency leaders to meet in small groups and delve deeply into their goals, challenges, and commitments. These groups also provide feedback and insight to other non-competing firms on their respective strategies for improvement. Given the expectation that SIG members hold each other accountable to value-enhancing change, all participants who attend are not only invested in improving their own organizations, but also in improving the operations of their SIG peers.

Mark Your CalendarsAs we look ahead, 2018 promises to be another year of exceptional network summits:

BANK/TASC n March 5-7, Swissôtel Chicago, Chicago, IL n September 10-12, The Ritz Carlton, Atlanta, GA

APPEX n April 24-27, Radisson Blu Aqua Hotel, Chicago, IL n October 16-19, The Cosmopolitan, Las Vegas, NV

Thanks to all of our Peer Exchange Network partners for another successful year! Are you interested in increasing value and driving growth in your organization? To learn more about MarshBerry’s Peer Exchange Networks, contact us at [email protected] or 440.354.3230.

The Pinnacle AwardThe Pinnacle Award is an honor that acknowledges the agency with the highest PIN, excluding agencies who have won within the last five years. Barker Phillips Jackson (Springfield, MO; employee-owned) was named the Pinnacle winner at the spring APPEX Summit. Six-year APPEX member ThompsonBaker (St. Augustine, FL) captured the coveted title in the fall of 2017.

The PIN Up AwardThe PIN Up award recognizes the agency with the largest increase in PIN since the firm became a network partner.2017 PIN Up award winners were The Starr Group (Greenfield, WI) and CCIG (Greenwood Village, CO).

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QU

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14 December 2017 • January 2018 CounterPoint

Q&A with John Wepler1 What are public brokers saying about the impact from the

recent natural disasters (hurricanes, wildfires, earthquakes)? Public brokers were mixed on their 3rd quarter earnings calls with regards to both

the magnitude of losses from and the impacts of the recent natural disasters in North America and the Caribbean. Arthur J. Gallagher & Co. (“AJG”) reported that this could be

one of the costliest insured catastrophic (“CAT”) loss years on record citing industry forecasts of upwards of $100 billion of insured losses. In contrast, Marsh & McLennan Companies, Inc. (“MMC”) reported expected losses more in the $50 billion range including reported and unreported losses to date. Several brokers noted that the industry is well capitalized to absorb even the high end of projected losses and as a result the impact on pricing in the marketplace may not be as dramatic as might be expected. Willis Towers Watson PLC (“WLTW”) indicated it expects price increases to be narrowly related to a couple lines, and may not have a broad impact on the market overall or its results. AJG is forecasting about 0.5-1.0% lift next year from rate increases, a reversal of the 0.5% headwind in the last year. AJG also noted there has been 23 consecutive quarters of price declines prior to 3Q 2017 when rates began firming. Brown & Brown, Inc. (“BRO”) similarly commented it had been seeing coastal property rates down 5-15% throughout the first two quarters, now flat in the third quarter. There is some skepticism around the magnitude of increases that are likely to stick as a result of the natural disasters, given the historical highs in U.S. policy holder surplus that may still be ample even after losses are paid out.

A couple other interesting side effects, or potential side effects, that were discussed by brokers as a result of recent weather events were:

n AJG noted potentially seeing pressure on cyber sales, discretionary increases in limits and other ancillary policy lines that may have been added by clients who were seeing rate decreases over the past several years.

n MMC discussed the potential narrowing of the “protection gap,” meaning that more property may be insured against future losses as a result of the publicity of the recent events and the underinsured nature of some assets.

n BRO indicated it had experienced an uptick in claims processing revenue.

2 How is the Merger & Acquisition (M&A) pipeline being described today? Overall, public brokers continue to characterize the M&A marketplace as active and robust. AJG noted it has $250

million in revenues in the M&A pipeline on 50 term sheets either agreed to or in progress. AJG also mentioned its blended average purchase multiple so far this year is 8x EBITDA (Earnings Before Interest, Taxes, Depreciation & Amortization). Aon PLC (“AON”) indicated it has more than $1 billion in committed revenues in its M&A pipeline. BRO mentioned it continues to see high competition from private equity backed firms that are doing a high percentage of the deals in the marketplace.

3 How has recent congressional discussion around the Affordable Care Act (ACA) impacted employee benefits business?

Confusion around the future of the ACA has been good for business, according to AJG. The company sees its size and capabilities as differentiator in the marketplace compared to typically smaller and more localized competitors. In addition, AJG feels uncertainty around the medium to long term ability of smaller firms to invest to service accounts in an increasingly complex benefits environment has created Merger & Acquisition (M&A) opportunities. WLTW is seeing some client deferrals in terms of mid-market exchange business, with companies preferring to hold off on investments until there is more clarity around the future of the legislation. Overall, both MMC and WLTW view the exchange business as more of an enrollment platform that will be part of a broader employee benefits solutions package, and not specifically tied to the ACA as the benefits marketplace continues to evolve.

Sources: Data for Arthur J. Gallagher & Co., Brown & Brown, Inc., Willis Towers Watson PLC and Marsh & McLennan Companies was obtained through the 3Q17 public investor calls for each organization as well as other publicly available sources; MarshBerry opinion and experience.Securities offered through MarshBerry Capital, Inc., Member FINRA, Member SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440.354.3230

Page 17: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

BROKER TEARSHEET

BROKERAon

CorporationArthur J.

Gallagher & Co.

Brown & Brown, Inc.

Marsh & McLennan

Companies, Inc.

Willis Towers Watson

PLC

Ticker AON AJG BRO MMC WLTW

Total Revenue LTM (in $ mil) 10,452 4,401 1,841 13,715 7,971

Number of Employees (FTEs)1 72,000 24,790 8,297 60,000 41,000

Number of Offices1 500 650 241 600 400

Revenue per Employee ($) 145,167 177,519 221,851 228,583 194,415

Revenue per Office ($) $20,904,000 $6,770,308 $7,637,739 $22,858,333 $19,927,500

ENTERPRISE VALUE2

Common Stock Price ($) 146.10 61.55 48.19 83.81 154.23

Number of Shares Outstanding (in 000s) 250,800 180,799 139,518 511,157 132,266

Market Capitalization (in $ mil) 36,642 11,128 6,723 42,840 20,399

Plus: Total Debt (in $ mil) 5,967 3,023 981 5,488 4,578

Plus: Preferred Stock & Minority Interest in Subsidiaries (in $ mil) 72 62 0 85 166

Less: Cash & Short Term Investments (in $ mil) 749 565 547 1,078 912

Equals: Enterprise Value (in $ mil) $41,932 $13,649 $7,158 $47,335 $24,231

BOOK OF BUSINESS VALUE

Market Capitalization (in $ mil) 36,642 11,128 6,723 42,840 20,399

Less: Tangible Net Worth (in $ mil) -3,982 -1,659 -874 -3,289 -4,537

Equals: Book of Business Value (in $ mil) $40,624 $12,788 $7,597 $46,129 $24,936

ORGANIC GROWTH

Organic Growth3 2.0% 3.7% 3.4% 3.0% 4.0%

Total Growth4 -14.5% 9.7% 2.9% 6.6% 3.4%

The Broker Tear Sheet has been prepared by Marsh, Berry & Co., Inc. This is an overview and analysis of the five publicly traded insurance brokers, and is not intended to provide investment recommendations on any company. It is not a research report; as such term is defined by applicable laws and regulations. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any securities, financial instruments or to participate in any particular trading strategy. This tear sheet is distributed with the understanding that the publisher and distributor are not rendering legal, accounting, financial or other advice and assume no liability in connection with its use. This tear sheet does not rate or recommend securities of individual companies, nor does it contain sufficient information upon which to make an investment decision. These materials are based solely on information contained in publicly available documents and certain other information provided to Marsh, Berry & Co., Inc., and Marsh, Berry & Co., Inc. has not independently attempted to investigate or to verify such information. Marsh, Berry & Co., Inc. has relied, without independent investigation, upon the accuracy, completeness and reasonableness of such information and therefore has assumed no obligation to update this data for financial restatements. These materials are intended for your benefit and use and may not be reproduced, disseminated, quoted or referred to, in whole or in part, or used for any other purpose, without the prior written consent of Marsh, Berry & Co., Inc. Nothing herein shall constitute a recommendation or opinion to buy or sell any security of any publicly traded entity mentioned in this document. Numbers may not add up due to rounding, however, this does not materially affect the data integrity.

The Broker Tear Sheet is a proprietary quarterly report from MarshBerry that highlights critical ratios and statistics on the performance and market value of the five publicly traded insurance brokers. The information is compiled from a number of credible sources including: S&P Global Market Intelligence, Yahoo! Finance, Morningstar and Reuters reports along with company websites.

The one and five year Financial Performance Indicators are updated after each broker’s year end filing (Q4), while the remaining metrics are updated on a quarterly basis.

D E C E M B E R 2 0 1 7 • J A N U A R Y 2 0 1 8

Q3 2017 Snapshot (as of 09.30.17)

Securities offered through MarshBerry Capital, Inc., Member FINRA, Member SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440.354.3230

1 Number of employees and number of offices are estimates based on data provided in annual reports, S&P Global Market Intelligence and on corporate websites by each company. 2 Numbers may not add up due to rounding.3Both Organic Growth and Total Growth represent the most recent quarter (MRQ) in comparison to the same period for the prior year for all reported segments. As such, the difference is comprised of growth by acquisition and disposition of applicable business units for the MRQ. It could include items such as contingent revenue, acquisition revenue and disposed revenue from those that would exclude it from their organic growth calculation. Organic Growth calculations vary by broker (see reverse side).4Total growth for Willis Towers Watson PLC includes merger effective January 4, 2016

Page 18: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

*WLTW includes financial information from the merger between Willis Towers Watson PLC and Towers Watson that was effective January 4, 2016.5As reported in the MD&A published by each company; and calculated and reported slightly differently by each. AON: Includes all revenue except business unit transfers, unusual items and reimbursable expenses. AJG: Includes base organic commission & fee revenue and excludes supplemental and contingent commission revenue, impact of prior year large account wins, run-off related to the New South Wales Workers’ Compensation Scheme, South Australia ramp up fees and New Zealand claims administration. BRO: Includes total commissions excludes profit sharing and guaranteed supplemental commissions. MMC: Includes all segments of revenue, using consistent currency translation (excluding divestitures, transfers among business units, acquisitions, and deconsolidation of Marsh India). WLTW: Includes total commissions & fees (excludes goodwill impairment charges, debt extinguishment, investment income, and other income). All broker organic growth calculations exclude the impact of foreign currency translation, divestitures, transfers, disposed operations, and the first twelve months of acquisition commission & fee revenue.6EBITDA is not adjusted to include the add-back of non-recurring expenses written off throughout the year.

TERMINOLOGY KEY: LTM: LAST 12 MONTHS (06.30.17); CAGR: COMPOUND ANNUAL GROWTH RATE (06.30.17); EBITDA: EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION; NM: NON-MEASURABLE; YOY: YEAR OVER YEAR

EBITDA6 LTM (in $ mil)

Marsh & McLennan 3,279 Aon 2,014 *Willis Towers Watson 1,440 AJ Gallagher 865 Brown & Brown 586

Median 1,440

EBITDA YOY Growth as of 09.30.17

*Willis Towers Watson 98.0%AJ Gallagher 11.9%Marsh & McLennan 7.4%Brown & Brown 3.7%Aon -8.2%

Median 7.4%

EBITDA Growth 5 Year CAGR

*Willis Towers Watson 19.2%AJ Gallagher 17.6%Brown & Brown 10.2%Marsh & McLennan 9.9%Aon 2.2%

Median 10.2%

EBITDA Margin LTM

Brown & Brown 31.8%Marsh & McLennan 23.9%AJ Gallagher 19.6%Aon 19.3%*Willis Towers Watson 18.1%

Median 19.6%

EBITDA Margin 5 Year Average

Brown & Brown 32.4%Aon 21.1%Marsh & McLennan 21.0%AJ Gallagher 18.4%*Willis Towers Watson 15.2%

Median 21.0%

PROFIT

Organic GrowthQuarter End 3Q175

*Willis Towers Watson 4.0%AJ Gallagher 3.7%Brown & Brown 3.4%Marsh & McLennan 3.0%Aon 2.0%

Median 3.4%

Revenue YOY Growth as of 12.31.16

*Willis Towers Watson 102.4%Brown & Brown 6.4%AJ Gallagher 3.6%Marsh & McLennan 2.1%Aon -0.5%

Median 3.6%

Revenue Growth 5 Year CAGR

*Willis Towers Watson 17.9%AJ Gallagher 14.8%Brown & Brown 11.8%Marsh & McLennan 2.7%Aon 0.6%

Median 11.8%

Total Revenue LTM (in $ mil)

Marsh & McLennan 13,715 Aon 10,452 *Willis Towers Watson 7,971 AJ Gallagher 4,401 Brown & Brown 1,841

Median 7,971

GROWTHOrganic Growth Year to

Date as of 09.30.175

*Willis Towers Watson 4.0%AJ Gallagher 3.4%Aon 3.0%Marsh & McLennan 3.0%Brown & Brown 2.8%

Median 3.0%

Tangible Net Worth (in $ mil)

Brown & Brown (874)AJ Gallagher (1,659)Marsh & McLennan (3,289)Aon (3,982)*Willis Towers Watson (4,537)

Median (3,289)

Working Capital/LTM Revenue

Aon 17.2%Brown & Brown 15.5%*Willis Towers Watson 14.2%Marsh & McLennan 10.2%AJ Gallagher 8.7%

Median 14.2%

Days of Working Capital

Brown & Brown 74.1 Aon 68.2 *Willis Towers Watson 55.1 Marsh & McLennan 46.0 AJ Gallagher 34.6

Median 55.1

BALANCE SHEETTangible Net Worth

as % of Revenue

Marsh & McLennan -24.0%AJ Gallagher -37.7%Aon -38.1%Brown & Brown -47.5%*Willis Towers Watson -56.9%

Median -38.1%

Debt to LTM EBITDA (Lower performance is usually best)

Marsh & McLennan 1.7 Brown & Brown 1.7 Aon 3.0 *Willis Towers Watson 3.2 AJ Gallagher 3.5

Median 3.0

Market Cap (in $ mil)

Marsh & McLennan 42,840 Aon 36,642 *Willis Towers Watson 20,399 AJ Gallagher 11,128 Brown & Brown 6,723

Median 20,399

Book of Biz Value as Multiple of LTM EBITDA

Aon 20.2 *Willis Towers Watson 17.3 AJ Gallagher 14.8 Marsh & McLennan 14.1 Brown & Brown 13.0

Median 14.8

Enterprise Value as Multiple of LTM EBITDA

Aon 20.8 *Willis Towers Watson 16.8 AJ Gallagher 15.8 Marsh & McLennan 14.4 Brown & Brown 12.2

Median 15.8

Price-Earnings Multiple

*Willis Towers Watson 45.8 Brown & Brown 25.5 AJ Gallagher 24.6 Marsh & McLennan 23.0 Aon 22.1

Median 24.6

VALUEBook of Biz Value as

Multiple of LTM Revenue

Brown & Brown 4.1 Aon 3.9 Marsh & McLennan 3.4 *Willis Towers Watson 3.1 AJ Gallagher 2.9

Median 3.4

Dividend Yield Quarter End 3Q17

AJ Gallagher 2.5%Marsh & McLennan 1.8%*Willis Towers Watson 1.3%Brown & Brown 1.1%Aon 0.9%

Median 1.3%

RETURNEarnings Yield

Quarter End 3Q17

AJ Gallagher 1.2%Brown & Brown 1.1%Marsh & McLennan 0.9%Aon 0.5%*Willis Towers Watson -0.3%

Median 0.9%

Price Per Share Growth LTM

Aon 29.9%Brown & Brown 27.8%Marsh & McLennan 24.6%AJ Gallagher 21.0%*Willis Towers Watson 16.2%

Median 24.6%

Price Per Share Growth 5 Year CAGR

Aon 19.0%Marsh & McLennan 16.4%Brown & Brown 14.7%AJ Gallagher 9.2%*Willis Towers Watson 3.5%

Median 14.7%

Total Return LTM

Aon 31.4%Brown & Brown 29.5%Marsh & McLennan 27.1%AJ Gallagher 24.4%*Willis Towers Watson 17.9%

Median 27.1%

Securities offered through MarshBerry Capital, Inc., Member FINRA, Member SIPC, and an affiliate of Marsh, Berry & Co., Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 • 440.354.3230No portion of this publication may be reproduced without express written consent from Marsh, Berry & Company, Inc. All rights reserved © 2017.

Q3 2017 Financial Performance Indicators (as of 09.30.17)

Page 19: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

2016 DealsA

MARSHBERRY

EVERYONE ELSE

Merger & Acquisition Transactions in Insurance Brokerage 1999-2016Ranked by Total Number of Deals

1999-2016 Completed Transactions

Completed transactions in the United States as reported by S&P Global Market Intelligence, February 1, 2017

MOST ACTIVE: ADVISER RANKINGS

• 602B total Merger & Acquisition (M&A) transactions advised on since 1999, representing 28% of total tracked M&A deal flow receiving advisory credit since 1999 as reported by S&P Global Market Intelligence.

• $4.1B in advised transaction value since 2012C

• 325 M&A transactions since 1995 with the 100 largest brokers of U.S. business as identified by Business Insurance, and over 205 Bank-Related Insurance M&A transactions since 1997

• Completed more than 275 diagnostic and confirmatory due diligence projects over the last thirteen years

Securities offered through MarshBerry Capital, Inc., Member FINRA and SIPC, and an affiliate of Marsh, Berry & Company, Inc. 28601 Chagrin Blvd., Suite 400, Woodmere, Ohio 44122 (440.354.3230).

A Completed transactions (insurance brokerage) involving a financial adviser in the United States for 2016 as reported by S&P Global Market Intelligence, February 1, 2017.

B These totals include certain transactions completed by Marsh, Berry & Company, Inc. professionals while employed at another firm, whereby substantially all of the assets were acquired by Marsh, Berry & Company, Inc.

C Based upon maximum possible purchase price; MarshBerry advised deals through 12/31/16.

CHALK IT UP TO MARSHBERRY.

#1 M&A RANKING BY S&P GLOBAL MARKET INTELLIGENCE

602B

70

800.426.2774 • www.MarshBerry.com

This data displays a snapshot at a particular point in time of the number of deals as reported by S&P Global Market Intelligence. It has not been updated to reflect subsequent changes, if any.

MARSHBERRYlearn. improve. realize.

Page 20: THE PERFECT M&A STORM€¦ · CounterPoint December 2017 • January 2018 1 CONTRIBUTING AUTHORS BRIAN EGGLESTON, National Organic Growth Consultant …

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@marshberryinc

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linkedin.com/company/ MarshBerry

Mark your calendars!

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Park City, UT

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05.08 • MarshBerry 360, Chicago, IL

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