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Tactical · prose B12 For Buyers · Carrier Due Diligence

Network affiliations — who owns the appointment.

A target marketed as having 25 carrier appointments might actually own five — the rest belong to the network. Cluster agreements, aggregator memberships, and franchise arrangements change what an agency actually owns: the appointments held directly transfer, but the network-accessed ones depend on the network's rules, its consent to the sale, and sometimes whether the buyer is eligible for membership at all.

An agency network — sometimes called a cluster, aggregator, or alliance — is a member organization that gives its member agencies carrier access, group purchasing power, technology, and back-office support in exchange for membership fees and, often, a commission share. The value proposition is carrier access: small and mid-sized agencies that couldn't individually qualify for direct appointments gain reach by pooling hundreds of members' volume to qualify at the carrier level. But in most arrangements the network holds the appointments at the network level, and that single fact changes what the agency owns — and therefore what a buyer is actually acquiring.

§ 01 · How networks change the assetThe appointment isn't the agency's.

Network-accessed business differs from directly-appointed business in ways that matter in a sale. Legally, the network — not the member agency — is the appointed entity with the carrier; the agency has contractual access through the membership agreement, subject to the network's rules. Whether that access transfers depends entirely on those rules: some networks treat membership as transferable with the agency, others terminate it on change of control and require the acquiring entity to re-apply. Buyer eligibility is its own variable — a large regional broker acquiring a small member agency may not qualify for member criteria that cater to small independents, and the access simply vanishes at closing. And the commissions differ too: network-accessed business carries a higher split to the network, so the adjusted commission, not gross premium at carrier level, is the relevant number for valuation.

§ 02 · Verifying the appointmentsFour steps.

Network-accessed appointments are usually buried in the carrier list without distinction, so careful diligence has to surface them. First, review the appointment roster — for every carrier, the contract's signature page names the appointed entity as either the agency or the network. Second, obtain the network membership agreement and read its transfer, termination, and non-compete provisions closely. Third, build a premium-distribution report by appointment source — the answer often surprises, because agencies presenting extensive carrier relationships frequently run 60% to 80% of premium through network channels. Fourth, map the network's carriers to identify exactly which appointments depend on network continuity, because those are the ones the acquisition is most likely to disrupt.

§ 03 · The valuation adjustmentsAnd the hidden fee.

AdjustmentMagnitude
Network commission split2–5% of premium retained by the network — net it from the valuation base
Change-of-control fee1–3% of transaction value, often surfaced only during consent
Access-loss discount10–25% on books over half network-dependent vs. direct comparables

For agencies where more than half of revenue flows through network-accessed appointments, the combined commission-split and access-loss adjustments can reduce defensible valuation by 10% to 25% relative to a direct-appointment comparable. The change-of-control fee is the quiet one: some networks collect 1% to 3% of transaction value as a condition of membership transfer or renewal, paid by the acquiring entity and rarely surfaced until the consent process is already underway — which is why it belongs on the LOI-stage question list, not the closing table.

§ 04 · The integration pathContinuity, replacement, or alternative.

Journal axiom · 1 of 2

Network dependency is buyer-asymmetric. A buyer at sufficient scale can replace network-accessed appointments with direct ones and recover the 2–5% split as upside; a buyer who can't inherits the full 10–25% discount. The same listing is worth materially more to the acquirer who already holds direct appointments at the network's carriers.

Three paths exist post-close. Continuity maintains the membership, pays the transfer fees, and accepts the splits — it preserves the book but locks the buyer into the network's economics. Replacement swaps network access for direct appointments where the buyer's scale qualifies; it's slow, 6 to 18 months, but structurally improves the economics. Alternative rewrites the business to other carriers on the buyer's direct roster — the highest-disruption path, usually applied to a portion of the book. Most network-affiliated acquisitions blend all three. Two constraints sharpen the planning: production minimums can cost a target its access even before change-of-control considerations, and exclusivity or non-compete provisions in the membership agreement survive the acquisition and may conflict with the buyer's broader operating model.

Terminology on this shelf

Network affiliation
Membership in a cluster, aggregator, or alliance providing group carrier access, purchasing power, and back-office support.
Network-accessed appointment
An appointment where the network is the named appointed entity and the agency writes through membership.
Network split
The 2–5% of premium the network retains from member-agency commissions in exchange for access.
Change-of-control fee
A 1–3% of transaction value fee some networks collect as a condition of membership transfer or renewal.
Buyer eligibility
The acquiring entity's qualification for continued membership — often limited by size or strategic-fit criteria.
Access-loss discount
The 10–25% valuation haircut on a book more than half dependent on network-accessed appointments.

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