§453 · Acrisure Acquisition Tax Strategy

Acrisure Acquisition — How to Defer the Tax on Your Agency Payout

Acrisure (PE-backed by BDT Capital + Stone Point + Blackstone) is the largest insurance brokerage roll-up in the country — 800+ agency partner acquisitions since 2013. Their structure is typically 70-85% cash at close + 15-30% rollover equity in Acrisure's parent platform. Multiples run 8-12x EBITDA for quality P&C books.

§453 Mechanic — How the Money Flows

Buyer cash → Assignment Co. → A-rated carrier → You, on schedule

BUYER pays full cash at closing ASSIGNMENT CO. qualified entity, regulated purchases annuity A-RATED CARRIER A-Rated Carrier A+ rated · A.M. Best SELLER (you) paid on chosen 5-30 yr schedule Closing day — one wire, one assignment Gain recognized proportionally each year per IRC §453 (Treas. Reg. §15A.453-1)

A $5M EBITDA agency = $40M-$60M deal. Cash portion alone is $28M-$50M — that hits your tax return in year one without §453 structuring.

The math — $30M cash portion of an Acrisure deal

StateLump-sum tax on cash10-yr §453 taxDelta
California~$11.4M (38%)~$8.10M (27%)$3.30M
New York~$10.4M~$7.38M$3.02M
New Jersey~$10.4M~$7.35M$3.05M
Texas / Florida / Tennessee / Nevada~$7.14M~$5.06M$2.08M

Acrisure-specific deal mechanics

  1. Cash + rollover. Most Acrisure deals split 70-85% cash / 15-30% rollover into Acrisure Holdings equity.
  2. Earn-out triggers. Almost always 2-3 year earn-out tied to retention metrics + growth.
  3. Affiliate model. You become an "Agency Partner" — retain branding, P&L responsibility; Acrisure provides back-office + carrier access + capital.
  4. Renewal commission character. Most P&C renewal commissions are goodwill-character on sale. §453 covers the cash portion.
  5. E&O tail policy at closing — affects net but not §453.
  6. State producer license transfer — affects timing.

When this fits

  • $5M+ deal value (carrier minimums)
  • Cash portion at close $3M+
  • Founder/principal exiting (not 100% continuing as Agency Partner)
  • High-tax state of residence

How I work

Hans Goldstein, IRC §453 specialist. an A-rated Fortune 500 carrier / an A-rated Fortune 500 carrier / an A-rated Fortune 500 carrier / an A-rated Fortune 500 carrier — 50 states. Free fit-check. Call BEFORE you sign the LOI — §453 needs to be in the PSA, not added later.

Hans Goldstein, NPN 20602398

📘 Get the free Seller's Guide to §453 + a fit-check

A plain-English guide for sellers: how a structured installment sale defers the tax when you sell a business, practice, or property — the math, the alternatives, and how to know if your deal fits.

Drop your info — instant PDF download + within 1 business day Hans will email a preliminary read on which structure fits your deal. No retainer. Carrier compensates the broker — not you.

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📞 Hans Goldstein · 317-463-6659 · CA Insurance License #4322192 · Independent §453 specialist · Goldstein & Co. LLC

Educational. Not tax or legal advice. Goldstein & Co. is not affiliated with or endorsed by Acrisure LLC.

Run your specific numbers

The calculator runs your sale through real 2026 federal + state tax brackets and shows §453 savings vs lump sum side-by-side.

Run the calculator → 317-463-6659

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