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A Morrow guide

Best Insurance Broker for a Roll-Up or Holding Company: How to Choose

In this guide

The best insurance broker for a roll-up or holding company is the one that can run one program across many legal entities (a master program) and onboard each add-on on a repeatable schedule. It also reports by company and for the group, and reaches the insurers and group programs that fit your size. Firm size is not the test. What matters is whether the team has done this work before, so treat this as a fit test, not a name. This guide is a criteria checklist for platform and add-on buyers, including holding company owners and search fund CEOs who plan more than one acquisition.

The short answer

  • Test ten things: one program for all your companies (master program), add-on onboarding, data and reporting, carrier relationships, captive (a member-owned insurer) and association program access, licensing across your states, pay transparency, claims and loss control, a named service team, and whether each company can be split out when you sell it (separability).
  • Test a broker with an add-on drill: ask it to walk through its last add-on from letter of intent to bound coverage, and to show the blank forms it used.
  • Score each answer 0 (none), 1 (general) or 2 (specific, with documents), and ask every candidate the same written questions.
  • You do not have to use one broker for every company. A specialist, or the incumbent until renewal, can be the right answer for one add-on.
  • Compare national and boutique firms on the same criteria, not on size.

Why does the broker's process matter more once I own several companies?

With several companies you manage many legal entities, a workers' compensation record for each, little automatic coverage for a new company, and add-ons that arrive on their own dates. Those topics are covered in insurance for holding companies and roll-ups. Here the question is whether a broker can run them the same way every time. One limit to know: in Ohio, Washington, North Dakota and Wyoming, workers' compensation is bought from the state fund, which sits outside a private master program and usually needs stop-gap employers liability coverage added elsewhere.

How do I compare brokers for a growing group of companies?

Score each answer 0 (none), 1 (general) or 2 (specific, with documents), using the same written questions for every candidate. The table is the checklist.

Criteria for choosing a broker for a roll-up or holding company
CriterionQuestion to askWhat a specific answer sounds like
One program for all your companies (master program)How would you structure one program across my companies, and when would you keep policies separate?Explains the trade-offs between one program and separate policies: shared limits, effects on each company's loss history and what happens when one company is sold
Add-on onboardingWhat are your steps from letter of intent to bound coverage for an add-on?A dated playbook, like the six steps in consolidating insurance across add-on acquisitions
Data and reportingWhat do I see, by company and for the group?A sample schedule of policies, loss runs by entity, renewal calendar and a total cost of risk view
Carrier relationshipsWhich insurers would you approach for my mix of businesses, and how do you decide?A reasoned market plan that covers both standard (admitted) insurers and specialty (surplus lines) options, with no promises of results
Captive and association accessWhen would a group captive or association program fit us, and what would it ask of us?Honest discussion of collateral, risk sharing and entry rules. See group captives and association programs
Licensing across statesFor each state where my companies operate, which licenses do you hold, and how do you handle exposures in states where you are not licensed?A state-by-state answer you can check on each state's lookup, with a named licensed partner where needed
Pay transparencyHow are you paid on a growing account?A plain answer on commission, fees and any insurer payments tied to volume (incentive commissions) or to profit (contingent commissions). The International Risk Management Institute (IRMI) describes contingent commissions as not considered illegal or, given proper disclosure, unethical, but somewhat controversial, and disclosure rules vary by state, so ask how any such payments work on your account. See how insurance brokers get paid
Claims and loss controlWho reviews open claims across all my entities, and what safety or return-to-work support do you offer?A regular claims review by company and a named loss control contact. See safety programs and premium credits
Service teamWho handles my certificates, claims and add-ons, and who escalates?Named people, a backup and a response standard in writing
Separability at exitIf I sell one company, how do its policies and loss history separate?A description of each company listed as its own policyholder (separate named insureds), loss runs by entity and certificates that can be reissued

Which license a placement needs depends on state law and where the insured is located, so confirm with each state's department of insurance. If you are weighing a large firm against a smaller one, the size debate has its own guide: national brokerage versus boutique broker for a roll-up. Use the criteria above on both.

How do I test a broker on add-ons before I hire it?

Run an add-on drill. It takes one meeting and shows more than a presentation.

  1. Ask for a walk-through of the last add-on the broker handled, without names: the dates, who did what, what slipped and how it was fixed.
  2. Ask for the blank versions of its entity schedule, add-on checklist and reporting pack.
  3. Ask about ownership change notices. In states that follow the National Council on Compensation Insurance (NCCI) manual, and several others, the workers' compensation policy requires an employer to report an ownership change to its insurer within 90 days, whether or not the business has an experience modification (the claims-history factor in workers' compensation pricing). How does the broker track that for each add-on?
  4. Ask about the newly acquired company clause. Many general liability forms cover a newly acquired company automatically, but only under conditions and for a limited time. The standard Insurance Services Office (ISO) form excludes limited liability companies (LLCs), partnerships and joint ventures, and generally does not apply if the company already has its own liability coverage. Other lines work differently: the standard ISO business auto form has no such provision, umbrella forms vary, and many directors and officers (D&O) policies use acquisition clauses with size thresholds, so read the wording. Which of your policies need an endorsement on day one? See adding a newly acquired company to your policies.
  5. Ask about old claims. How does the broker handle tail coverage and loss runs from the add-on's prior policies?
  6. Ask about a hard case. How would it handle an add-on in a state or industry it has not written before?

Specific answers, with owners and dates, are the signal. Smooth answers with no documents are not.

Does one broker have to handle every company?

No. Groups handle this in different ways. A lead broker with help where it adds value is one approach, and it is not required. The table shows three common situations.

When to use one broker or add a specialist
SituationOption to consider
An add-on in an industry your broker rarely writesA specialist broker for that company, coordinated with the lead. See specialist versus generalist broker
An add-on with a strong incumbent broker and a renewal soonKeep the incumbent until renewal, then decide. See when to change brokers after an acquisition
A company in a state your lead broker is not licensed inAsk how the broker is licensed to place that company's exposures. If the answer is unclear, a broker licensed there or a different lead may fit

Whichever route you take, one person on your side should own the master schedule and the renewal calendar.

What might this look like for a group buying its fourth company?

A hypothetical example. A holding company owns three companies with renewals spread across the year and is buying a fourth, with closing in about six weeks. The owner asks its current broker and one other firm to run the add-on drill. The first firm walks through its last add-on, including what slipped, and hands over a blank entity schedule, an add-on checklist and a sample reporting pack. The second firm gives a confident overview but cannot produce a blank entity schedule or a checklist, and its dates are vague. The owner also checks each firm's licenses for the fourth company's state on that state's lookup. The owner picks the firm that produced the documents, asks it to build one entity schedule across all four companies, and revisits the choice at the next renewal. A different group might weigh reporting or captive access more. The documents, not the firm's size, drove the choice.

Is Morrow a fit for a multi-company group?

Morrow is an independent insurance agency in Boston that focuses on business insurance, and the brand of Afthonea Inc. For a group it can map each company's entities to the policies it carries, review the policies each add-on brings with it, flag gaps and request quotes from insurers. It does not issue policies or decide coverage, and any new terms depend on carrier underwriting. A quote or a review request is not bound coverage. Morrow is licensed in these states only: Arizona, California, Colorado, Florida, Georgia, Illinois, Louisiana, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas and Virginia.

A different firm may fit better if your group needs a very large or complex program, operates in states outside that list, or needs benefits or life insurance advice. Group captive membership, tax structuring and deal structure are questions for the captive's sponsor, your accountant and deal counsel.

Keep reading

Frequently asked questions

What should a holding company look for in an insurance broker?

Look for a broker that can design one program across many legal entities, onboard add-ons on a repeatable schedule, report by company and for the group, and show it is licensed for your states and lines. Ask for a walk-through of its last add-on.

Should every company in a roll-up use the same broker?

Not necessarily. A single lead broker simplifies reporting, but a specialist can fit an unfamiliar industry, and the incumbent can stay until renewal. Keep one entity schedule and one renewal calendar either way.

Does a roll-up need a group captive?

Not by default. A group captive is an insurer owned by its members, who share risk. Entry rules are set by each captive's sponsor and can depend on factors such as premium, loss history and the lines you buy. Ask what it would require, including any collateral, and ask your accountant about tax treatment.

Is a newly acquired company covered automatically under my policy?

Sometimes, but briefly and with conditions. The standard ISO general liability form excludes LLCs, partnerships and joint ventures from its automatic provision, the window can be short, and other lines differ. Ask your broker to request an endorsement adding each company effective on the closing date, and get the insurer's written confirmation that it was issued.

How does a broker's pay affect a roll-up?

Brokers are paid by commission, fees or both, and some earn volume-based or profit-based payments from insurers. IRMI describes profit-based contingent commissions as not considered illegal or, given proper disclosure, unethical, but somewhat controversial, and disclosure rules vary by state. Ask how pay works on your account and whether it varies by insurer.

References

Just bought a business? Get your insurance reviewed.

Send Morrow the declarations pages, loss runs and key contracts you inherited. Morrow can review them against the business you bought, flag gaps and request quotes where it makes sense. Any new terms depend on carrier underwriting.

Morrow · 25 New Chardon Street, 4th Floor, Boston, MA 02114

This article is general information, not legal, tax or financial advice, and not a coverage determination. Coverage depends on the actual policy wording, carrier underwriting, your purchase agreement and your contracts. Ask your attorney and accountant about deal and legal questions.