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Tactical · checklist S09 For Sellers · Pre-Sale

From key-person risk to turnkey — the 90-day pre-sale playbook.

Key-Person Dependency is the single greatest valuation risk buyers fear — and the most actionable for sellers. The 90-day playbook is the minimum useful pre-sale window for meaningfully de-risking dependency before going to market. Each phase compounds the next.

  1. Days 1–30 — Document and distribute

    Goal: Get what is in the owner's head onto paper and into systems.

    Client relationship audit. Identify the top 20% of accounts by revenue. For each, document the primary contact, renewal history, coverage summary, and current service notes. Ensure at least one staff member other than the owner has met or spoken with each top account in the past 12 months. Relationship continuity at 24 months is the buyer's primary diligence question.

    SOP drafting — core workflows. Document the 5–7 most critical operational processes: new business intake and quoting; policy renewal workflow; certificate issuance; claims intake and follow-up protocol; month-end accounting reconciliation. These do not need to be comprehensive manuals — even a structured checklist with responsible parties creates the foundation.

    Carrier contact transfer. Ensure at least one staff member other than the owner has established relationships with the agency's top 5 carrier underwriter contacts. Carrier relationships should follow the agency, not the owner.

  2. Days 31–60 — Elevate and validate

    Goal: Demonstrate the agency can run without the owner.

    Second-in-Command activation. Identify and formally elevate the strongest internal candidate to a lead role. Give them client-facing responsibility and decision authority for routine matters. Document the role change in writing — title, reporting line, decision authority scope, compensation adjustment.

    Client introductions. Begin introducing the Second-in-Command (or senior staff) to key clients. Frame as "meeting more of our team." This transfers relationship equity from the owner to the institution. Each client introduction in Days 31–60 is a future earnout-protection mechanism.

    Financial documentation clean-up. Ensure two full years of profit and loss statements are in clean, auditable format. Remove all personal expenses and one-time items with clear annotation. This directly supports the VDR preparation in Days 61–90.

    Normalized EBITDA calculation. Work with an accountant or advisor to build the owner's add-back schedule — the document that converts personal financial statements into institutional-grade normalized earnings. The core document buyers use for valuation.

  3. Days 61–90 — Package and validate

    Goal: Prepare the diligence package and validate readiness.

    Virtual Data Room (VDR) population. Centralize key documents in a secure, organized data room: 3 years of tax returns and financial statements; carrier agreements and appointment letters; current E&O certificate; all producer and agency licenses (current); client retention data; the SOPs drafted in Days 1–30.

    Financial North Star. Obtain an independent valuation before engaging buyers. This establishes the financial floor and prevents urgency-driven acceptance of below-market offers. Locates the agency credibly on the readiness bands — 4–6× distressed-or-internal, 8–10× market, 10–12× competitive, 12–19× kill-zone.

    Readiness assessment. Test the SOP documentation by having a staff member execute a workflow without the owner's assistance. Identify gaps and address them. The readiness test surfaces the documentation holes that would otherwise surface during buyer diligence.

  4. When there isn't 90 days — the Solutions-Oriented Partner path

    Not every owner has 90 days or the energy to execute the playbook. For owners who cannot or will not invest in pre-sale transformation, the correct strategic move is finding a Solutions-Oriented Buyer — an acquirer who purchases at current-state pricing and applies their own infrastructure (technology, staffing, systems) to de-risk post-close.

    The financial outcome is typically the 4–6× distressed-or-internal band rather than the 8–10× market band — but it is cleaner, faster, and requires less from an exhausted owner. The trade-off is documented and intentional.

  5. The six-step system — for sellers with 6–12 months

    For sellers with a longer runway, the comprehensive six-step approach builds on the 90-day playbook.

    Step 1 — Audit key-person risk (weeks 1–2). Map dependencies in a spreadsheet: role, responsible person, backup person, documentation status, risk level. Identify single points of failure across revenue-generating areas.

    Step 2 — Document SOPs (weeks 3–8). Have the current practitioner write the first draft. Have a peer follow it without expert guidance. Refine where they get stuck. Target 15–20 core processes in 6–8 weeks.

    Step 3 — Cross-train across accounts and roles (weeks 8–16). Pair each expert with a second person; work together on 10–15 transactions, gradually reducing the expert's involvement. Capability builds through doing, not reading.

    Step 4 — Distribute client relationships (weeks 12–20). Top 20–30 revenue-generating clients each get a secondary contact. The secondary leads the next renewal conversation with the primary present.

    Step 5 — Formalize agreements and retention incentives (weeks 16–20). Every client-facing employee on a non-solicitation agreement (2–3 year post-departure restriction). Consider retention bonuses tied to the sale (20–30% of annual salary held in escrow, paid at 12 months post-close if the employee stays).

    Step 6 — Test the system (weeks 20–24). Take a full week completely off — no email, no calls, no decisions. Observe what gets handled and what breaks. A team that handles a week without the owner has demonstrated turnkey to themselves and to any future buyer.

Terminology on this shelf

Key-Person Dependency
Concentration of operations or relationships in one person; the single greatest valuation risk buyers fear.
Turnkey Operation
A business that runs predictably without the current owner.
Second-in-Command
A staff member with explicit authority over specific functions and routine decisions.
Standard Operating Procedure (SOP)
Written, followable documentation of a workflow that any qualified person can execute.
Virtual Data Room (VDR)
A secure, organized repository of documents for buyer diligence.
Stability Premium
The measurable valuation lift buyers pay for retention, documented operations, and team stability.
Non-Solicitation Agreement
Contractual clause assigning client relationships to the agency rather than individual producers.

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