§453 · Mercer Advisors Acquisition Tax Strategy

Mercer Advisors / Hightower / Creative Planning Acquisition — Defer the Tax on Your RIA Book Sale

The RIA consolidation wave is the biggest M&A story in wealth management. Mercer Advisors (Genstar-backed), Hightower Advisors (Thomas H. Lee Partners), Creative Planning (TPG-backed), Wealth Enhancement Group (TA Associates), Mariner Wealth Advisors, Captrust, Focus Financial Partners (Stone Point), Carson Group, Cerity Partners, Pathstone, EP Wealth Advisors, Allworth Financial — all paying 6-12x EBITDA for quality 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 $1.5M EBITDA RIA = $9M-$18M deal. Cash + rollover split typically 70-85% / 15-30%.

The math — $8M RIA book sale

StateLump-sum tax10-yr §453Delta
California~$2.60M (32.5%)~$2.00M (25%)$600K
New York~$2.40M~$1.84M$560K
Texas / Florida / Tennessee / Nevada~$1.62M~$1.24M$380K

Mercer / Hightower / Creative Planning deal mechanics

  1. Cash + rollover split — typical 70-85% / 15-30%. §453 on cash portion.
  2. Client retention earn-out — 2-3 year retention triggers. Earn-out may be ordinary income.
  3. Fee revenue character — recurring AUM fees = goodwill on sale, §453 friendly.
  4. Custodian transition (Schwab, Fidelity, Pershing) — affects timing not §453.
  5. SEC Form ADV amendment + negative consent process.
  6. Solo vs ensemble book — ensemble higher multiples.

When this fits

  • $1.5M+ sale (carrier minimums)
  • Recurring-fee book (low commission %)
  • Founder exiting (not 100% rollover)
  • Sophisticated PE-backed buyer (all have done §453)

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.

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.

I agree to receive calls and texts from Hans Goldstein at the number provided. Msg/data rates apply. Reply STOP to opt out.

📞 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 Mercer Advisors, Hightower Advisors, Creative Planning, or any other RIA consolidator.

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

Related on Goldstein & Co.

Sell financial advisory practice (general) Sell insurance agency book Acrisure acquisition Sell business defer capital gains Structured Installment Sale basics §453 vs DST