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Insurance Newsletter Insurance Newsletter 1st Quarter Report 2010 Select M&A Services’ Page 2 Projects Upcoming Industry Page 3 Events Current M&A Market for Page 4 Insurance Distribution Current M&A Market for Page 6 Insurance Underwriters About M&A Services & Page 8 Contact Details Merger & Acquisition Services, Inc. 336 East 53rd Street, 4th Floor New York, NY 10022 Ph: (212) 750-0630 Fax: (917) 591-8998 http://www.merger-acquisition.net Any information provided in or with this message are indicative only, subject to change and does not constitute an offer to purchase or sell. Principals retain the exclusive right to negotiate and evaluate any transactions and M&A has no authority to do so. M&A does not underwrite securities, nor advise on, nor effect transactions in securities for the account of others. All investment banking services are performed by registered representatives of Merger & Acquisition Capital Services, Inc. Securities are offered in the United States through Merger & Acquisition Capital Services, Inc. a U.S. registered broker-dealer and member FINRA/SIPC. Copyright 2010 Merger & Acquisition Services, Inc. All Rights Reserved. Greetings from the advisors at Merger & Acquisition Services. While 2009 saw a slowdown in M&A activity, the insurance market has continued to be active for our firm as we completed 6 transactions, leading the SNL League Table by deal volume. Given some early indications, we expect it to increase through 2010. The purpose of this communication is to inform you of several of M&A Services’ active projects, and to provide you with our outlook on the current M&A market. Sincerely, Jason C. Murgio President Merger & Acquisition Services, Inc. Select M&A Services Active Projects1 Widely Licensed M&A Services represents a publicly traded international P&C Shell Licenses insurance and reinsurance group writing in excess of 70 sub-classes in a targeted acquisition search for US based MGA, MGU and E&S agencies with revenue of up to $50MM. WA ME MT ND If you are interested in exploring a strategic sale, please VTNH OR MN ID contact one of our advisors directly. All communications SD WI NY MA CT RI will be held in strict confidence. WY MI IA PA NE NJ NV IL IN OH DE UT WV CO MD KS VA DC M&A Services represents a program seeking a carrier CA MO KY TN NC partner to write primary and excess cover for a national AZ NM OK food and family restaurant insurance program. AR SC MS AL GA TX LA M&A Services represents a national MGA writing in excess of $150MM in premium looking to acquire personal lines FL HI AK operations, MGAs and retail operations. Admitted License Not Licensed M&A Services represents a program seeking a carrier partner to write worker’s comp cover on a nursing home Widely Licensed and assisted living facilities program. E&S Shell Authorizations M&A Services represents a program seeking a carrier WA partner to write small contractors’ worker’s comp cover in ME MT ND VTNH NY, CT, PA and NJ. OR MN ID SD WI NY MA CT MI RI WY IA PA M&A Services represents an international insurance carrier NE NJ NV IL IN OH DE UT WV seeking a US admitted carrier partner or market to write CO MD KS VA DC profitable personal liability cover and personal umbrella CA MO KY TN NC AZ cover. NM OK AR SC MS AL GA M&A Services represents a program broker seeking an TX LA admitted market capability to write secondary and seasonal FL HO in 17 states, including FL (on an ex-cat basis), CA and HI AK Admitted License TX. Non-Admitted License Not Licensed 1 M&A Service has been retained on an exclusive basis for all active projects. 2 www.merger-acquisition.net Northeast Regional Admitted Additional Shell Licenses P&C Shell Licenses 1) Single State Shell License in New York WA ME MT ND VTNH OR MN ID MA 2) Regional Shell Licenses Available: Northeast, SD WI NY CT RI WY MI Southeast and Midwest IA PA NE NJ NV IL IN OH DE UT WV CO MD KS VA DC CA MO KY 3) P&C Admitted Shell — 15+ state licenses being sold by TN NC an A Rated Parent AZ NM OK AR SC GA MS AL 4) L&H Shell — 5+ state licenses, including CA and LA TX TX FL HI AK Admitted License Not Licensed 2 Widely Licensed P&C Shell Licenses Upcoming Industry Events Mono Line Surety Authority Several conferences are coming up on the calendar, and we wanted to let you know that advisors from Merger & WA ME Acquisition Services will be available to meet at these MT ND VTNH OR MN locations. We would be happy to schedule a meeting to ID SD WI NY MA CT RI discuss the current market conditions and available WY MI IA PA NE NJ projects should you have an interest. Please contact us to NV IL IN OH DE UT WV CO MD schedule an appointment: KS VA DC CA MO KY TN NC AZ NM OK AR SC MS AL GA PIA Connecticut ‘10 Convention TX LA March 1-2 FL Foxwoods Resort Casino HI AK Mashantucket, CT Admitted License Not Licensed Target Markets Mid-Year Meeting Widely Licensed April 12-14 L&H Shell Licenses Renaissance Harborplace Baltimore, MD WA ME RIMS Annual Conference MT ND VTNH OR MN April 25 - 29 ID MA SD WI NY CT RI WY MI Boston Convention & Exhibition Center IA PA NE NJ Boston, MA NM IL IN OH DE UT WV CO MD KS VA DC CA MO KY TN NC AZ NM OK AR SC 2 MS AL GA Merger & Acquisition Services is not affiliated in any way with the associations, societies, or organizations mentioned above. Reference herein to any specific TX LA association, society and/or organization does not constitute or imply its FL endorsement of Merger & Acquisition Services nor does it constitute or imply HI AK Merger & Acquisition Services is a member of such organization. Admitted License Not Licensed 3 www.merger-acquisition.net Current M&A Market for Insurance Distribution During the 4th quarter of 2009 and as we start 2010, mergers and acquisitions of insurance distribution businesses has increased significantly. Private equity groups are actively seeking quality wholesale and retail agencies. Parthenon Capital LLC’s two insurance platforms, Ascension Insurance and AmWins, announced nine transactions in 2009, and have stated growth models through strategic acquisitions.3 Fortegra’s4 major acquisition of Bliss & Glennon, Inc., from Willis HRH, Inc. in April 2009, established their place in the M&A marketplace for wholesale insurance operations. National brokers remain active in making strategic acquisitions, although pricing and terms in 2009 were conservative compared to prior years. Marsh McClellan Agency, LLC has announced its first transaction of Insurance Alliance and NIA Group in the 4th quarter 2009, and has a definitive intent to make numerous platform and fold-in acquisitions as part of its hub and spoke strategy. In 2009, Arthur J. Gallagher announced ten transactions, Hub International announced ten transactions, and AON announced three transactions. We expect 2010 to be a very active year for mergers and acquisitions for several reasons. First, the economy and markets have recovered from the beginning of 2009, which gives acquiring companies more capital in their firm’s portfolios to make acquisitions. The market recovery and increased capital positions gives acquirers the ability and confidence to increase valuation multiples that they are willing to offer for acquisitions. This will shrink the gap between what acquirers are willing and able to offer and what owners are willing to accept for their firms. Second, Federal Capital gains rates are the lowest that they have been since the Great Depression5, and will significantly increase in January 2011. At a minimum, the Bush administration tax cuts will expire, increasing capital gains from 15% to 20%. The current administration is very likely to look at increasing capital gains rates even higher to pay for the historic spending policies that are being put in place. This increase in capital gains rates will have a Higher Capital Gains direct effect on the after tax cash that the owner will have after the sale of the firm. Below is a historical chart of capital gains rates from 1934 to better illustrate the favorable tax environment that we are Calendar Year Closing Date 2010 2011 currently enjoying in 2010. Gross Revenue $5,000,000 $5,000,000 Pro Forma EBITDA $1,750,000 $1,750,000 Holding all other factors equal, the example to the side Multiple of EBITDA 6.0 6.0 demonstrates how an increase of capital gains rate Multiple of Gross Revenue 2.1 2.1 from 15% to 25% will affect the after tax cash Purchase Price $10,500,000 $10,500,000 retained by the shareholders of the firm.6 Basis $300,000 $300,000 Capital Gain $10,200,000 $10,200,000 This example shows an after-tax difference of Capital Gains Tax $1,530,000 $2,550,000 $1,020,000! To realize the same after-tax cash, the After Tax Cash $8,970,000 $7,950,000 owner(s) would have to grow their firm by 13% to break even in 2011. 3 Panthenon Capital LLC and Century Capital are equity investors in Ascension Insurance, Inc. See www.parthenoncapitalpartners.com and www.centurycap.com. 4 Fortegra is a platform investment of Summit Partners (www.summitpartners.com) 5 Citizens for Tax Justice at http://www.ctj.org/pdf/regcg.pdf 6 Assumptions include: (1) Pro forma EBITDA of 35%, (2) sales multiple of 6.0X pro forma EBITDA, accounting basis of business of $300,000.
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