Northcourt is the only independent MGA specialising exclusively in the provision of specialist Nuclear Property and Nuclear Liability insurance to nuclear power station operators; decommissioning plants; nuclear fuel manufacturers; enrichment processors; and other contractors & suppliers to the nuclear industry. For many years the company had been led by its highly experienced management team, but it was wholly-owned by the estate of its founder. Optio Group, a PE backed MGA focused on emerging and specialty lines, was the successful acquirer.

Key features of the transaction include:

• A genuinely unique business that was dependent on a small number of key people with specialist market knowledge that most of the interested potential buyers did not have;
• It was necessary to ensure that all stakeholders were tied in to the business post-sale and incentivised through the sale process;
• The transaction utilised a buyer’s W&I policy; and
• Transaction successfully concluded at a favourable valuation of > 1x GWP with no deferred consideration.

Morrison Edwards is a leading independent broker specialising in property portfolio insurance. Its Pi-Property scheme, operated as a quasi MGA, and tailored to the needs of property owners and property managing agents insures some £7.2 billion of commercial property, blocks of flats and residential property. Resolution Partners advised the shareholders on the 2019 sale to Clear Group, having previously advised on the MBO from the founder in 2010.

Important features of the transaction include:

• Innovative, high quality business utilising a modern and sustainable business model generating attractive portfolio underwriting profits;
• Strong buyer interest for one of the largest independent firms in the West Midlands; and
• Deal structured with a high level of flexibility so as to enable certain shareholders to sell at completion and others to realise their investment in due course.

3HR Benefits Consultancy is the market leader in the provision of International Private Medical Insurance (“IPMI”) and other employee benefit services to more than 200 Japanese, Korean and Chinese multinational companies in respect of their expatriate employees located mainly in the UK and Europe. It has an outstanding portfolio of blue-chip clients including some of the largest and highest profile keiretsu and chaebol groups such as Samsung, Canon and Mitsubishi. The business was owned by a group which included a law firm providing legal services to the same client base. Resolution Partners advised 3HR Plc on the sale of the business to the PE backed Broadstone Group.

Notable features of the transaction include:

• A market leading business, serving some of the very largest Asian multinational corporates and their senior staff, generating a very high adjusted profit margin;
• With both a key reliance on a handful of senior staff with native-speaking Japanese, Korean and Chinese skills and an on-going client overlap with the law firm it was critical to find a partner that would both maintain the exceptional levels of client service and work ethic and recognise the business’ true value; and
• Transaction secured an attractive valuation and with a structure that enabled the vendor to capture both new business referrals from the law firm and the inherent growth in the client base.

Noble Marine is the UK’s leading provider of insurance for sailing dinghies and other pleasurecraft. Acquired by RSA in 2011 from its founders in a sale managed by Resolution Partners, RSA concluded that the business had become non-core and wished to find an exit.

The main highlights of the transaction are:

• Quasi-MGA, generating attractive portfolio underwriting profits;
• Strong interest from brokers and MGAs – more than 30 expressions of interest;
• Transaction concluded with a new market entrant we identified, on favourable terms;
• RSA had specific transaction requirements – to retain the underwriting on the same commission terms whilst maximising value in the sale; and
• The Vendor provided very limited warranties and indemnities.

Premium Medical Protection is the UK’s leading independent provider of medical indemnity insurance. In its most recent financial year end prior to the sale, it wrote approximately £17m GWP on behalf of more than 1,700 surgeons, doctors and other medical practitioners. It has a distinctive business model, and is the only UK company to offer clients the choice of occurrence and claims made policies, all of which are underwritten by MedPro, the specialist healthcare malpractice insurance division of Berkshire Hathaway.

Key features of the transaction:

• Highly specialist, niche business with no direct UK competitors;
• Quasi-MGA, generating attractive portfolio underwriting profits;
• Very focused marketing strategy to a small number of potential purchasers; and
• Transaction concluded with the incumbent insurer at an attractive valuation of >1x GWP.

Tennyson is a niche MGA writing specialist SME commercial policies for charities, community groups and social organisations underwritten exclusively by Zurich. It also manages Zurich’s Town and Parish Council clients. Although independently owned, the close relationship with Zurich effectively precluded the owners from selling the business outside Zurich. Resolution Partners advised the management on the sale, helping them to achieve an attractive valuation on terms which enabled them to capture some of the future growth in value of the business.

Key features of the transaction:

• Rifle-shot sale strategy;
• Existing management secured enhanced management roles following Completion; and
• Transaction concluded on very favourable terms.

Howard Global is the leading independent Lloyd’s bloodstock insurance broker and underwriting group and also provides broking services in other niche areas including Personal Accident. Galileo is the group’s majority owned in-house bloodstock MGA underwriting on behalf of Swiss Re and Scor. Integro, a US based insurance broker and risk management firm, acquired Howard Global together with the minority interest in Galileo.

Notable features of the transaction include:

• Transaction effected via a discreet and focused marketing – excellent demand received from both UK and International insurance groups;
• Resulting high valuation reflected the combination of both a specialist wholesale broker and in-house MGA in the same group; and.
• Deal structured with a high level of flexibility so as to enable certain shareholders to sell at completion and others to realise their investment in due course.

Kingsbridge is a UK-based commercial broker specialising in the waste & water industries and it also distributes PI package covers online to freelancers under the KPSol brand. In addition it provides other risk management services including captive and protected cell formation and management services. The transaction raised replacement and growth capital from ISIS Equity Partners (renamed Living Bridge) in return for a minority stake.

Key features of the transaction include:

• Kingsbridge had had a number of approaches over the years, none of which really fully addressed the shareholders’ aspirations.
• Transaction enabled the shareholders to take some money off the table, retain control and get support for the business’ growth plans.

The transaction is distinctive in that owner-managed UK brokers have found it difficult to raise private equity capital in recent years unless they wanted to embark upon a buy-and-build strategy.