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, with 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.
A $5M EBITDA agency = $40M-$60M deal. The cash portion alone is $28M-$50M, and it hits your tax return in year one without §453 structuring.
The math: $30M cash portion of an Acrisure deal
Acrisure-specific deal mechanics
- Cash + rollover. Most Acrisure deals split 70-85% cash / 15-30% rollover into Acrisure Holdings equity.
- Earn-out triggers. Almost always 2-3 year earn-out tied to retention metrics + growth.
- Affiliate model. You become an "Agency Partner" and retain branding and P&L responsibility; Acrisure provides back-office + carrier access + capital.
- Renewal commission character. Most P&C renewal commissions are goodwill-character on sale. §453 covers the cash portion.
- E&O tail policy at closing affects net but not §453.
- State producer license transfer affects timing.
What is the tax bill on your sale going to be?
Send me the sale price and rough basis. Within one business day I'll email you the actual number and the Seller's Guide to §453. If it doesn't fit your deal, I'll tell you that plainly.
No retainer · no obligation. Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.
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, EA, IRC §453 specialist. Admitted to practice before the IRS. Placements with highly rated life insurers (A or better by A.M. Best or equivalent) in all 50 states. Free fit-check. Call BEFORE you sign the LOI. §453 needs to be in the PSA, not added later.
Find out what your sale is really going to cost you in tax, and what you can do about it
No retainer. On a funded structure, the insurer pays a one-time commission of about 4% of the amount structured to the brokerage firm that places it (Hans’s share is about 2.4%; no trail). It is built into the annuity pricing, not a separate fee.
Find out what your tax bill actually looks like before you sell, including the parts your CPA may not raise until the return is already being prepared.
Most people find out what they owe after the sale closes, when nothing can be changed. A short conversation now tells you the number, which layers apply to your situation, and which options are still open while the sale is still in front of you.
- What you will actually owe: federal, the 3.8% surtax, recapture and your state
- Which of those layers you can still do something about
- Whether spreading the sale changes the number in your case
Hans Goldstein · 213-414-2808 · Hans Goldstein: Tax & Exit Planning · This is an educational conversation, not tax advice. Bring your CPA in before you file.
Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.
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 → 213-414-2808