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Tactical · prose B12 For Buyers · Carrier Due Diligence

Client concentration risk — the carrier stack-up.

Carrier concentration is the better-known risk; client concentration is often the more immediate one — and the dangerous case is when they compound. When the top accounts that drive half the revenue also sit at the top one or two carriers, a single event — a carrier termination or a marquee-account loss — can hit the same revenue twice. The stack-up is the worst-case fragility overlap.

When the top ten clients produce more than half of an agency's revenue, the book is no longer diversified — it's a portfolio of consulting contracts with insurance attached, and the industry label for that condition is the existential dozen. The client-side mechanics — the 15% single-client haircut, the 25% earnout trigger, the resilience levers — are the subject of the existential dozen on the customer side. This piece is about the carrier interaction: how client concentration compounds with carrier concentration, and why the overlap is the highest-severity scenario a buyer can find.

§ 01 · The consulting-contract trapWhy the multiple drops.

The 50% threshold on the top ten isn't arbitrary. At and above it, the revenue model looks more like consulting than a diversified book — and consulting firms are valued on relationships and retention, not renewal economics, so they trade at materially lower multiples. The trap is that the concentration creeps up invisibly: an agency that adds a handful of large commercial accounts over a decade can drift from 25% to 55% top-ten concentration without any strategic decision to do so. Each new large account feels like a win; the cumulative concentration is the unintended consequence, and it shows up only when a buyer applies the test. The post-close risk profile follows directly — in a diversified book losing any one client is minor, but in a consulting-contract book the probability that at least one top client exits in the first year after ownership change is meaningfully higher.

§ 02 · The two client thresholdsHaircut, then earnout.

TriggerThresholdDeal effect
Single-client haircutOver 15%0.5–1.0× EBITDA off the multiple — tenure softens, cyclical industry hardens
Earnout triggerOver 25%Structure shifts from upfront price to a retention-conditioned earnout
Existential dozenTop 10 over 50%Diligence moves from aggregate metrics to account-level analysis

Above 25% on a single client — or when the top three meaningfully exceed the existential-dozen threshold — the structure shifts from upfront price to a mix of upfront and earnout, conditioning some of the seller's compensation on retention through a defined period, typically 24 to 36 months. Without the earnout, the seller's incentive to help retain concentrated clients evaporates at closing; with it, the seller keeps working the relationships. Earnouts on concentrated deals usually represent 20% to 40% of total consideration, in one of two flavors: client-specific earnouts conditioned on named-account retention (cleaner legally, harder to negotiate) or revenue earnouts conditioned on aggregate book thresholds (more common, less precise).

§ 03 · The stack-upWhen the two risks correlate.

Journal axiom · 1 of 2

The worst-case fragility overlap is when the top ten clients also concentrate at the top one or two carriers. A single event — a carrier termination, a marquee-account loss — then strikes the same revenue twice, and the two concentrations that each looked survivable in isolation become a deal-economics cliff together. Any single concentration metric can hide it; the interaction is what kills the deal.

This is the reason concentration can't be read one axis at a time. A 45% top-carrier concentration looks less alarming if the top-ten clients are spread across it; a 12% top-client concentration looks healthier if the carrier portfolio is also diversified. The danger is the correlation — and sophisticated buyers increasingly fold client concentration, carrier concentration, tenure distribution, and producer distribution into a single Portfolio Stability Index precisely because the composite captures the interactions a standalone metric misses. For sellers, the index doubles as a preparation framework: improving any one component raises the score, and targeting several at once over a 24-to-36-month window compounds.

§ 04 · Building resilienceThree levers before listing.

The preparation playbook for an existential-dozen book isn't to manufacture diversity overnight — it's to show credible movement toward resilience and to document the defensibility of the concentrated relationships. Three levers work reliably. New-business diversification directs incremental production toward segments that dilute concentration without disrupting existing accounts. Relationship depth documentation formalizes the agency's hold on concentrated clients through multi-year service agreements and institutional — rather than personal — relationship maps. And producer redundancy ensures multiple producers carry substantive relationships with the top accounts, so a single producer departure doesn't endanger retention. None of the three eliminates concentration risk; all three reduce the discount it produces at exit — and a small agency that can demonstrate a declining top-ten over the two years before listing earns materially better terms than one running flat or rising.

Terminology on this shelf

Existential dozen
The label for agencies where the top ten clients produce more than 50% of revenue — consulting-style economics.
15% single-client rule
Any client over 15% of revenue triggers a 0.5–1.0× EBITDA haircut, softened by tenure, hardened by cyclicality.
Earnout trigger
A single client over 25% (or top three well past the threshold) shifts the structure to a retention-conditioned earnout.
The stack-up
The correlation of client and carrier concentration — the same revenue exposed to a single event twice.
Portfolio Stability Index
A composite of client, carrier, tenure, and producer distributions that captures interaction risk.
Resilience levers
New-business diversification, relationship depth documentation, and producer redundancy — the pre-listing playbook.

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