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Tactical · prose B16 For Buyers · Buyer's Guide to Fractional Acquisitions

Slice due diligence — the six areas to review in 30–60 days.

A slice is structurally simpler than a whole agency, so its diligence runs in 30–60 days, not months. That's not corner-cutting — there are fewer decision points and no operating company to dissect. But the six areas you do review have to be reviewed properly, because the slice's whole value rests on a retention number you can either trust or can't.

Diligence on a slice is an exercise in proportion. You're not vetting a company — there's no management team to assess, no entity to audit, no integration of back-office systems. You're verifying that a defined set of policies is what the seller says it is and that it will transfer cleanly. That makes the work fast, but it concentrates the risk: with fewer things to check, the things you do check carry more weight, and the one that carries the most is retention.

§ 01 · The six areasWhat to review, and how long it takes.

Diligence areaTimelineWhat it confirms
Policy-level data quality1–2 weeksClean export, sampled and carrier-verified; migration effort
Retention history + trajectory1–2 weeks3-year renewal data; improving, stable, or declining
Carrier mix + transferability1–2 weeksTransfer feasibility confirmed with each carrier
Client quality + concentration~1 weekTop-10/50 share, average premium, spread
Transition readiness1–2 weeksExport capability, paperwork, staff, comms, compliance
Customer-relationship protection1–2 weeksShared-customer handling, documented pre-close

Six areas frame the review. Policy-level data quality: request a policy export, sample 10–20 policies (random plus a few large accounts), verify against the carrier, and assess migration effort. Retention history and trajectory: three years of renewal data, the rate, the direction, and a churn analysis — with the top-10/20 accounts examined separately. Carrier mix and transferability: the carrier list, concentration, transfer requirements, appointment overlap, and change-of-agent paperwork, confirmed carrier by carrier. Client quality and concentration: top-10 and top-50 share, average premium per customer, geographic spread, and any large-customer contract requirements. Transition readiness: export capability, paperwork readiness, staff availability, a customer-communication plan, and compliance status. Customer-relationship protection: identifying customers who hold policies in both the slice and the seller's retained book and agreeing how shared customers are handled (all-in or all-out), documented in the purchase agreement before close. The shared-customer safeguard itself is detailed in customer relationship protection.

§ 02 · The five-week cycleHow the timeline runs.

The areas run mostly in parallel across a compressed cycle. Week one: data quality, retention, and an initial carrier assessment. Weeks two to three: complete retention and carrier transferability, begin client concentration, and schedule the transition meeting. Weeks four to five: complete concentration, transition readiness, and the relationship-protection determination, and write the diligence memo. Weeks five to six: execute the purchase agreement, finalize the shared-customer handling, prepare carrier paperwork, and draft client communication. Weeks six to eight: close, fund, execute the carrier paperwork, transition the management-system records, and send the client communication. The whole thing is 30–60 days from LOI to close — fast because a slice has limited decision points, not because anything is skipped. The data-sampling rule keeps it honest: sample 10–20 policies, random plus a few large accounts, because the random sample catches systemic issues and the large-account sample catches concentrated risk. The valuation those inputs feed is built in how to value a slice.

§ 03 · The churn distinctionThe most important analytical move.

Journal axiom · 1 of 2

The single most important analytical move in slice diligence is distinguishing seller-specific churn from customer-specific churn. Seller-specific churn — the seller stopped servicing the book — likely resolves under new ownership. Customer-specific churn — the customer would leave regardless — persists post-acquisition. Price the slice on the churn that persists, never on the churn you expect to fix.

The churn analysis is where slice diligence earns its keep, because the retention number alone doesn't tell you what you're buying — the reason behind the churn does. Seller-specific churn happens because the seller disengaged: they stopped servicing the book, stopped cross-selling, let renewals lapse. That churn likely resolves once the book is under active ownership, so a declining retention trend driven by seller neglect can actually be an opportunity. Customer-specific churn happens for reasons that follow the customer — price sensitivity, a competing relationship, a business in decline — and it persists regardless of who owns the book. The discipline is to never price a slice as if customer-specific churn will resolve; that's the assumption that turns a fair purchase into an overpay. Sorting the two is the analytical core of the retention review, and it's the difference between a retention number you can underwrite and one you're guessing at.

§ 04 · The three pass red flagsWhen to walk.

Three findings should stop a deal regardless of how attractive the rest looks. Unfixable data quality: if the book needs four-plus weeks of manual cleanup before it can be serviced, the deal economics break — the integration cost eats the slice's value. Carrier non-transferability on the majority of the book: if you can't legally move most of the policies to your appointments, there's no book to buy. A rapidly declining retention trajectory: regardless of the historical average, a current trajectory below 70% is a warning sign — the book is unwinding faster than the headline number admits. Any one of these is a "pass," and recognizing them quickly is part of what makes slice diligence efficient: you're not building a case to proceed, you're checking for the three reasons not to. Clear all three, sort the churn, trust the retention — and the slice is ready to close. The cutover that follows is the work of the integration playbook.

Terminology on this shelf

The six diligence areas
Data quality, retention, carrier transferability, client quality, transition readiness, and shared-customer protection.
Policy sampling
Reviewing 10–20 policies — random plus large accounts — to catch both systemic and concentrated risk.
Seller-specific churn
Churn from the seller disengaging — likely resolves under active new ownership.
Customer-specific churn
Churn that follows the customer — persists post-acquisition; price the slice on this.
Transferability
Whether the policies can legally move to your appointments — non-transferability on the majority is a pass.
The three pass red flags
Unfixable data, majority non-transferability, and a retention trajectory below 70%.

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