Dennis Swit missed out the first two times his employer was up for sale. He wasn’t going to miss the third time.
But to buy Loan Protector Insurance Services, Swit needed to find a lender that understood insurance agency financing.
“Large insurance agencies usually don’t have enough tangible assets that can be used as collateral to finance an acquisition,” says Swit, who joined Loan Protector in 1998 and has been CEO since 2010. “Our largest assets are intangible such as the value of our book of business and client contracts, along with our proprietary software, trademarks, business processes and brand recognition. After months of meeting with lenders and private equity, we found a lending partner that understood our business and was able to fund the entire deal.”
The deal to acquire the company, which had previously been a division of Willis Towers Watson, closed on Jan. 31. Swit will continue as CEO under the Loan Protector brand.
Swit spoke with Smart Business Dealmakers about the challenges he faced buying the company and how he positioned the company to succeed under his ownership.
How did you miss out buying the company earlier?
It had always been a dream of mine to one day own the company. When the company was sold for the first time in 2007, I was disappointed that I wasn’t offered the opportunity to purchase the company at that time. In 2012, we were involved in a much larger buyout with multiple suitors for the company. The management team at that time was not really able or permitted to put in a firm bid on the business. There was concern it would have pushed some of the other suitors away if they knew a management buyout was a potential option for buying the company. One of the offers on the table was significant, but that buyer backed out and it really left Willis thinking maybe it should hold on to Loan Protector because of its perceived value in the marketplace.
What changed this time?
When the opportunity presented itself again in 2017, the timing was right for us. We saw the opportunity and saw that conditions economically with the company were such that Willis would entertain an offer. We kept asking and finally they said, ‘Yes, let’s sit down at the table and figure out a deal.’ We worked with a company called Mystic Capital, which provides financing for acquisitions in the insurance brokerage space. Mystic helped align the lenders that allowed us to complete the transaction. We didn’t have to give up much in the form of equity to get this deal done.
What tips did you take away from this deal?
Surround yourself with the best advisers possible. My financial adviser, Paul McCormack of The Ancora Group, was the first person that I reached out to. Paul’s background is in investment banking and corporate finance. My legal team of Steve Ellis and Matthew Marguerite at Tucker Ellis worked hard to negotiate the terms of the asset purchase agreement and also provided additional guidance in multiple areas. But most important, the executive leadership team that I report to at Willis Towers Watson — along with the M&A team — helped to make the transaction as smooth as possible.
Another key to being an effective dealmaker is the ability to remain flexible when negotiating with the other party. The best outcome is when both people walk away from the negotiating table feeling pleased and believing that it was a fair deal for both parties.
How did the deal impact your employees?
You need to be aware of what your employees are thinking about. Our employees had already gone through benefits enrollment with Willis Towers Watson, so they had to do it again under the new benefits we had with a new provider. They also had to reenroll in 401(k). A lot of people wanted to figure out why the company was sold. My role was to give them reassurance.
Why were you so sure you wanted to buy the business?
Due to the unique nature of Loan Protector’s lender-placed and insurance-tracking programs, we felt it was better suited to prosper and grow under independent ownership. We have a very strong management team in place. The policies and practices we have instituted at Loan Protector as a division of Willis Towers Watson helped us build a very solid infrastructure at the office which will carry on as far as our practices are concerned.
This management buyout will provide greater agility for Loan Protector, enabling greater flexibility and growth. It will also allow me to focus 100 percent of my time on growing the business.
How to reach: Loan Protector Insurance Services, www.loanprotector.com