A carrier appointment isn't an asset a buyer simply takes — it's a relationship the carrier has the right to reconsider when ownership changes. Most carrier agreements carry a change-of-control clause, and a concentrated appointment that requires consent the buyer can't get in time is the kind of risk that breaks a deal after the price is set. The diligence is procedural and time-sensitive: read the clauses before the LOI, rank the carriers by what they actually contribute, and run consent on a clock that counts backward from the closing date.
§ 01 · Four clause patternsWhat the agreement says.
| Pattern | What it requires |
|---|---|
| Notification only | A 30-day post-close notice — the easiest case |
| Affirmative consent | Closing without written consent terminates the appointment automatically |
| Right of first refusal | The carrier can step in and acquire the appointment |
| Silent on change of control | Older agreements — the carrier may still raise an objection |
The four clause patterns range from trivial to deal-threatening. Notification only requires a 30-day post-close notice and is the easiest case. Affirmative written consent required is the dangerous one — closing without it terminates the appointment automatically, so the consent has to be in hand before the wire. A carrier right of first refusal lets the carrier step in and acquire the appointment itself. And a clause that's silent on change of control — common in older agreements — doesn't mean safe, because the carrier may still object. A crucial correction to a common assumption: both asset and stock deals trigger consent, because most modern carrier agreements catch stock transfers too, so a buyer who chose a stock structure to avoid consent is often wrong. Reading the top-10 carrier agreements before the LOI is mandatory, because the structure decision, the consent sequencing, and the closing conditions all depend on what the contracts actually say.
§ 02 · The concentration thresholdsWhen consent becomes a gate.
Two thresholds govern how hard a buyer works the consent. Above ~20% of revenue in a single carrier, losing that appointment cascades — an orphaned book, time-pressured rebrokering, retention slip — so securing affirmative consent pre-close is a closing condition, not best practice. Above 30%, the consent becomes a co-negotiation — the buyer is negotiating with the seller and with the carrier at once for permission to actually own what they're buying.
Concentration converts a routine consent into a deal gate. A carrier representing more than 20% of revenue is one whose loss cascades through the whole deal model — the book orphans, the buyer scrambles to rebroker under time pressure, and retention slips — so the affirmative consent for that carrier becomes a named closing condition rather than a nicety. Above 30% concentration, the dynamic shifts again into a co-negotiation, where the buyer is simultaneously negotiating the purchase with the seller and negotiating permission to own the key appointment with the carrier. The metric that drives all of this is commission contribution, not appointment count: a carrier with 200 personal-lines policies but 6% of revenue isn't the priority, while a carrier with 35 commercial accounts and 28% of revenue is the deal. The structural choice this often forces — when a non-transferable appointment is large enough to require a stock deal — is covered in asset vs. stock purchase.
§ 03 · The consent timelineCounting backward from close.
Consent runs on a clock, and the clock is unforgiving. Each carrier's consent cycle is 30–90 days, sometimes longer for specialty markets, with top-revenue carriers requiring an underwriting-committee review typically landing at 60–90 days. That timeline has to be reversed from the closing date: a 90-day cycle on a top-three carrier against a 120-day target close means the consent process must initiate by day 30 of diligence, with an interim target of securing consent by roughly the 60-day mark — far enough in that seller cooperation is established, early enough that the buyer can still walk if a key carrier goes silent. The letter of intent codifies this by naming the carriers representing more than 10%–15% of commission income as required consents — making each a closing condition with a termination right that doesn't forfeit the deposit. Starting late is the failure mode: parallel carrier outreach in the last two weeks before closing collides with underwriting committees that don't move on a one-week timeline, and the buyer pushing for a fast turnaround hears "no" or "not yet."
§ 04 · The outreach sequenceHow consent actually gets secured.
How a buyer approaches the carriers matters as much as when. The outreach runs in three channels, sequenced by the carrier's importance. For the top carriers, the seller's M&A advisor places the initial call to the carrier's agency-relationship manager — with the buyer's identity withheld at first — because the existing relationship opens the door faster than a cold approach from an unknown buyer. Tail-end carriers get email and phone. And the top-three by revenue warrant an in-person meeting, because the appointments most critical to the deal deserve the relationship investment that an underwriting committee responds to. On cost, the default is that the seller bears any consulting, transition-service, or continued-signature obligations a carrier requires the seller to maintain post-close, since those are continuations of the seller's pre-close relationship. Read the clauses early, rank by commission, start consent by day 30, and approach the carriers through the seller's relationship — that's how a concentrated appointment survives the change of control rather than evaporating at close. The carrier-DD read on the same appointments is in carrier change-of-control.
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Terminology on this shelf
- Four clause patterns
- Notification only, affirmative consent required, carrier right of first refusal, or silent.
- The 20% threshold
- Above ~20% of revenue in one carrier, affirmative consent pre-close becomes a closing condition.
- The 30% threshold
- Above 30%, the consent becomes a co-negotiation with the carrier for permission to own it.
- Commission-contribution ranking
- Rank carriers by revenue share, not policy or appointment count.
- Reverse-from-close math
- A 90-day cycle against a 120-day close means consent initiates by day 30 of diligence.
- Three-channel outreach
- Advisor call (buyer withheld), email for tail carriers, in-person for the top three.