The MGA Data Room: Selling Underwriting Authority Without Spooking Your Carriers (2026)

TL;DR: An MGA sale is a sale of underwriting authority and program economics, and it has two audiences who can kill it before you sign: carriers, who hold change-of-control consent over your binding authority, and producers, who hold the relationships. Both must not learn early. The market rewards the asset — MarshBerry pegs delegated-authority firms (MGA/MGU/PA/coverholder) near 19.4x pro forma EBITDA on 2025 deals, versus roughly 11.8x (H1 2025) for the broad agency market per Sica | Fletcher — so the buyer is paying for the P&L you control, not the commission you pass through. The room is a sequencing instrument: prove the loss ratios without releasing the carrier names, prove the book without exposing the producers, and choreograph consent at the right hour. And to be clear up front — an MGA-only sale does not typically trigger a Form A filing; that is a carrier-level event.

I'm Sean Yu, co-founder of Peony, a data room company used by more than 5,900 customers. I've sat on the document side of a lot of specialty-insurance deals — program-business sales, MGU carve-outs, coverholder transactions — and an MGA sale is unlike almost anything else that runs through a data room. In a normal company sale, the thing you are selling is inside the building. In an MGA sale, the thing you are selling — the delegated authority to underwrite and bind on someone else's paper, and the book of business your producers built — is held by two groups of outsiders whose goodwill can be withdrawn at exactly the wrong moment. That is why the room for an MGA sale is not a filing cabinet. It is a sequencing instrument.

Why is selling an MGA different from selling an insurance agency?

Because you are selling underwriting authority and program economics, not a distribution book — and the market prices that difference at roughly eight turns of EBITDA. An ordinary retail agency earns commission for placing risk; an MGA holds delegated authority from a carrier to underwrite, price, bind, issue policies, and sometimes handle claims or negotiate reinsurance within agreed limits, earning an override commission plus, frequently, a profit commission on the underwriting result. The buyer of an agency is buying a stream of renewals. The buyer of an MGA is buying a P&L it controls — and control of underwriting is worth paying up for.

The numbers make the point. MarshBerry reports that firms with delegated authority — MGUs, MGAs, program administrators, and coverholders — achieved an average pro forma EBITDA multiple of 19.4x on 2025 transactions, an all-time high, with valuations up 65% over the past six years (MarshBerry's own data on delegated-authority platform deals). By contrast, Sica | Fletcher, measuring the broad agency and broker market, reports deals over $1M of EBITDA averaged 11.8x in the first half of 2025, in line with 11.9x for full-year 2024. Those are two advisors measuring two different deal sets — MarshBerry's figure is pro forma and delegated-authority-specific; Sica | Fletcher's is all-agency — so read the roughly eight-turn gap as directional, not a decimal-precise table. But the direction is the entire thesis: buyers pay for authority, not just distribution. Everything the data room does is in service of proving that the authority, and the economics riding on it, are real and durable.

How big is the MGA market — and is it really growing 16%?

The MGA channel is large and has been growing faster than the market it sits inside, but the headline "+16%" figure is 2024 data, not a current-year rate — and it is premium flowing through MGAs, not MGA revenue. Per Conning's 12th annual MGA study, published July 2025, US MGA premium grew 16% to $114.1 billion in 2024, outpacing the roughly 10% growth of the overall property/casualty market that year. Conning identified more than 850 MGAs from statutory filings (plus an estimated ~250 small ones below the filing threshold), and the MGA channel is now around 11% of the US P&C market.

Two clarifications matter for anyone using this number in a deal conversation. First, attach the vintage: it is 2024, from the July 2025 study — Conning figures get misquoted year-to-year, and older "$90 billion-plus" or "over $100 billion" numbers are prior estimates. Second, and more important for valuation: $114.1 billion is direct premiums written, not MGA revenue. An MGA's revenue is the override commission plus profit commission on that premium — a fraction of that premium volume. When a buyer applies a 19.4x multiple, it is applying it to the commission-and-fee EBITDA, never to the premium that passes through. Confusing the two is the fastest way to over-anchor your own expectations. The market is real, it is growing, and underwriting talent keeps migrating from carriers into MGAs — but you are selling the economics of the authority, not the premium volume.

Do I need carrier consent to sell my MGA — and when do I tell them?

In most cases yes, and the timing is post-exclusivity and pre-close — not during exploration. Your authority to underwrite and bind flows from a binding authority agreement or program agreement with the carrier, and those agreements commonly contain anti-assignment and change-of-control provisions that require the carrier's prior written consent; both equity sales and asset sales can trigger them (Duane Morris, on how assignment clauses affect M&A). Practitioner guidance is to obtain a carrier consent letter, confirming the carrier consents to the change of control, as a closing condition. The sequencing that protects the deal: you do not tell carriers you are "thinking about selling." You approach them for consent once you have a signed LOI or exclusivity with a specific, credible buyer they can evaluate — because a carrier that hears about a sale early, from the wrong person, can slow-roll a renewal or decline to consent, and the delegated authority you are selling is exactly what evaporates if they do. If you write on Lloyd's paper as a coverholder, add regulatory lead time: a change of control at the underwriting-agent level at the 10% threshold needs prior approval from the PRA, FCA, and Lloyd's, and coverholder ownership changes are notified through ATLAS. Your advisor choreographs the who-and-when; the data room keeps the carrier names out of the buyer's hands until that hour arrives.

How do I choreograph carrier consent so it lands at the right hour?

You treat consent as a closing sequence, not a single conversation — informing the carrier only after you have a signed buyer, and staging the disclosure so binding authority keeps running until the moment control actually transfers. The mechanics run in a specific order. During exploration and early diligence, carriers know nothing; the buyer sees anonymized program economics only. After a buyer earns exclusivity through an LOI, you and your advisor identify which binding authority agreements and program agreements carry change-of-control or anti-assignment clauses — most do — and prepare carrier consent letters to be delivered as a closing condition. Then you approach each carrier with a specific, credible buyer they can underwrite, framing it as continuity of a program they already profit from, not as a founder cashing out.

What happens to your binding authority in the interim is the crux: the authority continues under the existing agreement until control transfers, so new business keeps binding and the book keeps renewing while consent is secured. If a carrier consents, the delegated authority — and its economics — carries into new ownership. If a carrier balks or tries to renegotiate, the buyer faces reduced capacity or worse terms on that program, which is why buyers insist on consent letters before they close. For Lloyd's coverholders, layer in the regulatory clock: approval sits with the PRA, FCA, and Lloyd's at the 10% control threshold, notification runs through ATLAS via your sponsoring managing agent and broker, and the Coverholder Undertaking must be wet-signed (electronic signatures are not accepted). Lloyd's delegated-authority approvals have historically been slow, so build that lead time into the deal calendar. The room's job through all of this is to prove program economics to the buyer while your carrier list stays sealed until consent is the topic — two audiences, two very different disclosure clocks.

Does selling an MGA trigger a Form A filing?

No — an MGA-only sale does not typically trigger a Form A. This corrects a common conflation with carrier deals, and getting it right saves you weeks of imagined regulatory anxiety. Form A — the "acquisition of control of a domestic insurer" filing — is triggered by acquiring 10% or more of the voting securities of an insurance company (or its holding-company parent), and it applies at the carrier level, not to a stand-alone MGA, MGU, agency, or producer sale. As Goodwin puts it, acquiring an insurance agency "is typically subject to much less regulatory scrutiny than acquiring an insurance company," and "most jurisdictions do not require formal notification of changes in control involving licensed agencies." The clean line to remember: Form A follows carrier control, not MGA authority.

The one exception to state precisely: if your target is a hybrid that owns or controls a licensed carrier or captive — some fronting and MGU structures do — then Form A can be triggered at that carrier layer. Absent that, an MGA sale is a producer-entity sale, and what it actually requires is different: license continuity (in a stock sale the entity's producer license usually survives; in an asset sale the buyer typically must re-license per state), carrier and program-agreement change-of-control consent as covered above, a handful of state-specific notice rules (Texas, for example, requires pre-closing notification of agency deals), and — for Lloyd's coverholders — the ATLAS change-of-control notification. To be explicit about scope: Peony is a data room company, not insurance-regulatory counsel — your deal lawyers make the Form A call for your specific structure. But if your MGA does not own a carrier, plan around consent and licensing, not Form A.

How should I stage the data room so buyers see economics but not carrier names?

You build the room in three phases, unlocking sensitivity as commitment rises — anonymized economics first, loss data behind an NDA next, and the actual carrier and producer names only after an LOI. This staged architecture is the Peony wedge for MGA sales, because the thing that proves your value (the program economics) and the thing that lets a buyer walk around you (the carrier relationships) are stored in the same documents. Separate them by stage.

Phase 1 — anonymized program summaries. Present the book as Program A, Program B, Program C, with premium volume, growth, retention, and blended economics per program, and no carrier names anywhere. Any qualified buyer under NDA can see enough to value the business. No one can yet map which carrier backs which program.

Phase 2 — loss data and actuarials, view-only and watermarked. After a strong NDA, open loss runs by treaty or program year and actuarial summaries so the buyer's actuary can reprice the book — but keep everything view-only in an HTML room (nothing downloads) and stamped with per-viewer dynamic watermarks so any leaked page traces to one party. Carrier names stay off the loss runs; an actuary can validate loss ratios by program without knowing whose pen wrote the risk.

Phase 3 — carrier agreements and producer files, post-LOI, with names. Only once a buyer has earned exclusivity do the binding authority agreements, reinsurance treaties, and producer files unlock with carrier and producer names attached — and even here, producer non-solicit terms and identities stay redacted until signing so the buyer cannot approach your producers before the deal is certain.

Wrapping all three phases: buyer-group walls so your eight to twelve buyers never see each other, and per-page analytics so you can see which buyer lingered on the anonymized carrier list or re-opened the program economics ten times without moving toward terms. That last signal is the fishing-detection beat — the behavioral difference between a buyer and someone reconstructing your book. See the M&A data room playbook for the general pattern; the staging above is the MGA-specific overlay.

How do I prove premium trust and fiduciary handling without exposing everything?

You reconcile the trust accounts cleanly and disclose the reconciliations as a discrete diligence item, because premium you hold sits in a fiduciary capacity and any shortfall found late is a deal-killer. An MGA collects premium on behalf of carriers and insureds and must keep it in separate premium-trust or fiduciary accounts under state client-money rules; the NAIC Managing General Agents Act (Model #225) requires separate accounting of funds, and the diligence covers "premium trust accounts, client money rules, bank structures, and controls to reduce fiduciary risk, overdrafts, and idle cash." Trust-account problems are a named red flag, and a buyer who discovers a reconciliation gap after signing an LOI will either retrade the price or walk.

So prepare the reconciliations before the room opens: premium received versus premium remitted to carriers, by program and period; the bank structure showing genuinely segregated trust accounts; and the controls that prevent commingling, overdrafts, and idle-cash leakage. Put them in the room as a clean, self-contained workstream a buyer's finance team can tie out quickly. One honest boundary: Peony does not verify trust compliance and is not an actuarial firm — the room organizes, controls access to, and tracks the trust reconciliations and loss data; your auditors and the buyer's actuaries validate them. What the room guarantees is that this sensitive financial detail is view-only, watermarked, and walled per buyer, so proving your fiduciary discipline never becomes a leak.

Will 65% producer concentration kill my MGA's valuation?

It will not kill the deal, but it is a discount lever a disciplined buyer will pull, so plan to defend it rather than hide it. Concentration — a large share of premium or commission riding on your top two or three producers — reads as key-person risk, and key-person dependency is a named MGA red flag alongside declining premium, rising loss ratios, and single-carrier dependency. If 65% of the book sits with the top three, expect the buyer to model what happens if one leaves and to push either a lower headline multiple, a larger earnout tied to retention, or more of the price into escrow against attrition. The mitigations are real and worth documenting: enforceable producer non-solicit and non-piracy covenants, a rollover or retention package that keeps the key producers economically bound post-close, program-level persistency data that shows the book renews on the program rather than on one personality, and evidence that underwriting authority and pricing discipline live in your systems and guidelines, not in one underwriter's head. In the room, producer identities and non-solicit terms stay redacted until signing; the buyer gets the concentration math and the persistency, not the names to call. That sequencing is the point of a staged data room.

Is a 30-40% earnout normal when selling an MGA?

A material earnout is standard in specialty-intermediary deals, and a 30-40% share of the total price is within the range buyers commonly propose in this market — though the exact split is deal-specific and negotiated, so treat that band as directional rather than a fixed rule. MarshBerry's data shows earnouts are a real, growing component of these transactions: all-in values (base purchase price plus earnout) for specialty intermediaries rose more than 60% versus 2020 and more than 15% versus 2024, which only makes sense if the earnout portion is large enough to move the total. Practitioner-consensus ranges put earnouts around 20-40% of price over two to four years, with roughly 60-70% paid at close and a slice as rollover equity — those last figures are market commentary rather than a single named study, so hold them loosely.

For an MGA specifically, the earnout is usually tied to the metrics that carry the most risk: program retention, producer persistency, and loss-ratio performance. That is a feature, not a bug, of proving your economics well — the cleaner your loss runs and the lower your concentration risk, the more of the price you can argue into guaranteed cash at close, and the higher the odds you actually collect the contingent portion. The named public comps show the pattern even at scale. From Ryan Specialty's own SEC filings: US Assure (builder's risk program) closed August 2024 at $1,079.8M cash plus $103.8M contingent consideration; Innovisk (seven specialty MGUs) closed November 2024 at $426.8M; and Velocity Risk Underwriters (an MGU) closed February 2025 at $548.6M cash plus $19.6M contingent. The contingent lines are the earnout, disclosed even in nine- and ten-figure strategic deals. Model your own structure with your advisor and the M&A process guide.

Consolidator or PE platform — who actually pays more for an MGA?

There is no single winner — the right buyer depends on whether you optimize for headline price, guaranteed cash at close, or a second bite — but you only discover who pays most by running them against each other, which is what your advisor and your data room are for. The buyer landscape for MGAs is deep: strategic consolidators and specialty platforms such as Ryan Specialty, Amynta, and Dual (part of Howden), alongside PE-backed platforms building delegated-authority portfolios. Ryan Specialty's own filings (cited above) show the scale and structure of what strategics pay, contingent components included. A strategic may pay the highest all-in number and offer program synergies but demand tighter integration and more earnout; a PE platform may offer meaningful rollover equity and a second liquidity event when the platform itself sells.

The field is genuinely competitive: specialty-intermediary M&A ran 149 transactions in 2025, up 24%, across 73 unique buyers (MarshBerry). Many large platforms have also pivoted toward "incubation" — recruiting underwriting talent and offering back-office support while a new program grows — which is a different path to the same buyer pool. The way to convert that competition into price is a clean, staged process that lets several credible buyers bid on a clock without any of them tripping your carrier or producer wires. And the way to assemble the field in the first place is a specialist advisor. To be clear about the division of labor: MarshBerry, Sica | Fletcher, and the other specialty advisors bring the buyer list and run the auction; Peony provides the room. For choosing that advisor, see our best insurance M&A advisors guide, and for the broader financial-services bench, the best financial-services M&A advisors hub.

What are the biggest reasons MGA sales fall apart in diligence?

The failures cluster into five patterns, and every one of them is a sequencing or disclosure problem the room is built to prevent. A leak to a carrier before consent lets the carrier slow-roll a renewal or decline the change of control, and the delegated authority — the asset — evaporates. Producer flight happens when producers learn of the sale before signing and either bolt with their book or negotiate their own exits, gutting the concentration case. A retrade after loss-run surprises occurs when the buyer's actuary finds the loss ratios worse than the teaser implied and cuts the price late. A trust shortfall found late turns a clean deal into a renegotiation or a walk. And buyer fishing — a strategic using diligence to harvest your carrier relationships and then walking to rebuild your book directly — costs you the deal and the asset at once.

The table below maps each failure to the room mechanic that defends against it:

None of this replaces good advice — your banker manages the human side and your lawyers own the regulatory calls. But the document side, which is where three of these five failures actually detonate, is the room's job. Review the due diligence data room checklist and the M&A due diligence process guide as you assemble it.

What documents belong in an MGA data room — the checklist?

The MGA-specific layer is loss data, carrier agreements, trust reconciliations, and licensing, sitting on top of the ordinary corporate diligence baseline — and each item belongs in a specific disclosure stage. Here is the working checklist, with the stage each item unlocks in:

Store the sensitive rows (carrier names on treaties and BAAs, producer identities) in a stage that only unlocks post-LOI, and keep the loss data view-only and watermarked throughout. For the general corporate baseline, the due diligence data room checklist covers the rest; for security mechanics, see what a virtual data room is and Peony's data room features.

What does a data room cost for an MGA sale?

For a one-time MGA sale, a modern data room costs a low flat monthly rate for the few months the process runs — a rounding error against a deal valued at a high-teens multiple of EBITDA. Peony charges per admin, not per page or per viewer: the Data Room plan is $52 per admin per month (the most popular for a sale process), the Business plan is $30 per admin per month, and the Deal Team plan is $64 per admin per month with a four-admin minimum. Viewers are unlimited and free, so all eight to twelve buyers plus their lawyers and actuaries cost nothing extra, and there are no per-page fees — which matters for MGA diligence, where buyers page through hundreds of loss runs, bordereaux, and treaty documents. For contrast, among the other vendors that publish pricing, iDeals runs roughly $500-1,000 per month and Datasite comes in around $68,000 for a deal — the legacy per-page and per-user models are built for large corporate transactions, not a lower-middle-market MGA sale. The bigger cost in an MGA sale is not the room; it is the advisor who runs the process, and that is money well spent — see the due diligence cost breakdown and, for advisor economics, our best insurance M&A advisors guide.

Where Peony fits — and where it does not

Peony is the room, not the deal team. I run Peony, a data room company used by 5,900+ customers, and for an MGA sale the model is purpose-built: buyer-group walls so eight to twelve buyers never see each other, per-viewer watermarks and screenshot protection that make any leaked loss run traceable to one party, dynamic NDA gating before access, redaction to mask carrier and producer names until you choose to reveal them, page-level analytics to spot the buyer who is fishing rather than buying, and a Q&A workflow that keeps diligence questions organized and auditable. Pricing is per admin with unlimited free viewers, so the room scales to a full buyer field without per-page or per-seat penalties.

Here is where Peony does not play, stated plainly: Peony is not insurance-regulatory counsel — your lawyers make the Form A, licensing, and change-of-control calls; Peony does not verify trust compliance — your auditors and the buyer's actuaries validate the reconciliations and loss data; and Peony is not an M&A advisor — the specialty advisors like MarshBerry and Sica | Fletcher bring the buyer list, run the auction, and negotiate the structure. If you are still choosing that advisor, start with our best insurance M&A advisors guide. The clean division of labor: your banker runs the human side, your counsel owns the regulatory side, and the data room enforces the document side — proving the economics without spooking the two audiences who can kill your deal.

Frequently Asked Questions

What EBITDA multiple can a specialty MGA get in 2026?

Firms with delegated underwriting authority command a large premium to ordinary agencies, and the two cleanest sources say so from different universes. MarshBerry reports that firms with delegated authority — MGUs, MGAs, program administrators, and coverholders — achieved an average pro forma EBITDA multiple of 19.4x on 2025 transactions, an all-time high, with valuations up 65% over the past six years (MarshBerry's own data on delegated-authority platform deals). Sica | Fletcher, measuring the broad agency and broker market, reports that deals over $1M of EBITDA averaged 11.8x in the first half of 2025, virtually in line with 11.9x for full-year 2024. Those are two different advisors measuring two different deal sets — MarshBerry's is pro forma and delegated-authority-specific, Sica | Fletcher's is all-agency — so treat the roughly eight-turn gap as directional, not a decimal-precise apples-to-apples table. But the gap is the whole story: the market prices an MGA on the underwriting P&L it controls, not on a commission stream it merely passes through. Your realized multiple depends on program persistency, loss-ratio quality, carrier-relationship durability, and producer concentration — which is exactly what the data room has to prove. The advisor who runs your process brings the buyer list; see our best insurance M&A advisors guide.

Will 65% producer concentration kill my MGA's valuation?

It will not kill the deal, but it is a discount lever a disciplined buyer will pull, so plan to defend it rather than hide it. Concentration — a large share of premium or commission riding on your top two or three producers — reads as key-person risk, and key-person dependency is a named MGA red flag alongside declining premium, rising loss ratios, and single-carrier dependency. If 65% of the book sits with the top three, expect the buyer to model what happens if one leaves and to push either a lower headline multiple, a larger earnout tied to retention, or more of the price into escrow against attrition. The mitigations are real and worth documenting: enforceable producer non-solicit and non-piracy covenants, a rollover or retention package that keeps the key producers economically bound post-close, program-level persistency data that shows the book renews on the program rather than on one personality, and evidence that underwriting authority and pricing discipline live in your systems and guidelines, not in one underwriter's head. In the room, producer identities and non-solicit terms stay redacted until signing; the buyer gets the concentration math and the persistency, not the names to call. That sequencing is the point of a staged data room.

Do I need carrier consent to sell my MGA — and when do I tell them?

In most cases yes, and the timing is post-exclusivity and pre-close — not during exploration. Your authority to underwrite and bind flows from a binding authority agreement or program agreement with the carrier, and those agreements commonly contain anti-assignment and change-of-control provisions that require the carrier's prior written consent; both equity sales and asset sales can trigger them (Duane Morris, on how assignment clauses affect M&A). Practitioner guidance is to obtain a carrier consent letter, confirming the carrier consents to the change of control, as a closing condition. The sequencing that protects the deal: you do not tell carriers you are "thinking about selling." You approach them for consent once you have a signed LOI or exclusivity with a specific, credible buyer they can evaluate — because a carrier that hears about a sale early, from the wrong person, can slow-roll a renewal or decline to consent, and the delegated authority you are selling is exactly what evaporates if they do. If you write on Lloyd's paper as a coverholder, add regulatory lead time: a change of control at the underwriting-agent level at the 10% threshold needs prior approval from the PRA, FCA, and Lloyd's, and coverholder ownership changes are notified through ATLAS. Your advisor choreographs the who-and-when; the data room keeps the carrier names out of the buyer's hands until that hour arrives.

What happens to my binding authority agreements when I sell?

They survive only if the carrier consents to the change of control — which is why binding authority is the asset the whole deal turns on. The binding authority agreement (or program/MGA agreement) is the instrument that delegates underwriting and binding to you within agreed limits and pays you an override commission plus, often, a profit commission on the underwriting result. Because those agreements typically carry change-of-control and anti-assignment clauses, a sale does not automatically transfer them; the carrier has to agree that the delegated authority continues under new ownership. If the carrier consents, the authority (and the program economics that ride on it) continues, ideally on the same terms. If the carrier withholds consent or uses the moment to renegotiate, the buyer may face reduced capacity, worse terms, or a wind-down of new binding on that program — which is why buyers treat carrier consent letters as closing conditions and why sellers sequence the consent conversation carefully. On Lloyd's paper, the coverholder's binding authority sits under a sponsoring managing agent and broker, so the re-papering runs through them and through ATLAS, and it is not instantaneous — Lloyd's delegated-authority approvals can be slow and should be planned into deal timing. Prove the economics of the authority in the room; secure the continuity of the authority through consent.

How do I run a sale process without my carriers or producers finding out?

You control it by controlling sequence and access, because a leak to a carrier before consent or to a producer before signing is the most common way an MGA sale dies. Four levers do most of the work. First, a tight, curated buyer list rather than a broad auction — the fewer parties who know, the lower the leak risk. Second, staged disclosure: a blind teaser with no MGA name and no carrier names goes out first; your identity and the anonymized program economics open only after a strong NDA; and the most sensitive material — carrier agreements, named producer files, non-solicit terms — stays back until a buyer has advanced past the LOI. Third, a strict internal need-to-know circle (often just you, your CFO or controller, and one trusted person), with diligence calls off-hours. Fourth, and specific to this asset class, carrier change-of-control consents happen post-exclusivity and pre-close, and producer identities stay redacted until signing — you never notify carriers or producers that you are "exploring" anything. This is where the room earns its keep: Peony, used by 5,900+ customers, gives you visitor groups that wall each buyer into their own view, per-viewer watermarks and screenshot protection that make a leaked page traceable to one party, dynamic NDA gating before access, redaction to mask carrier and producer names until you reveal them, and page-level analytics. Your advisor manages the human side; the room enforces the document side.

Can a buyer use diligence to fish for my carrier relationships and then walk?

Yes, that risk is real in this asset class specifically, and the room is your main defense against it. The thing a strategic buyer most wants — direct relationships with your carriers and the ability to replicate your programs — is exactly what you cannot hand over before a deal is certain, because a buyer who learns which carriers back which programs, and on what terms, can approach those carriers directly and reconstruct your book without paying you for it. That is why a well-run MGA process discloses in stages: anonymized program summaries (Program A, Program B, Program C — no carrier names) come first; loss runs by treaty year and actuarial summaries come next, watermarked and view-only behind an NDA; and the actual carrier agreements, with names and terms, unlock only post-LOI when the buyer has demonstrated real commitment. Two features turn suspicion into evidence. Buyer-group walls keep eight to twelve buyers from seeing each other, so no one can map the field. And per-page analytics show you exactly which buyer lingered on the anonymized carrier list or re-opened the program economics ten times without moving toward terms — the behavioral signature of a fisher rather than a buyer. A buyer who wants the carrier names before committing capital is telling you what they are; the room lets you see it before you reveal anything you cannot take back.

How do I share loss runs by program year without them leaking?

You share them view-only, watermarked, behind an NDA, and organized by treaty or program year so the buyer's actuary can reprice off them — without ever handing over a downloadable file that can walk out the door. Loss runs are the starting point for validating your pricing: the buyer reprices the book off your historical loss experience, and clean, program-level loss ratios are what prove that your override and profit commissions are real and durable (profit commission is loss-ratio-driven, so a messy loss picture directly threatens the contingent revenue a buyer is paying for). The safe mechanics: post loss runs by program year in an HTML view-only room so nothing downloads by default; apply per-viewer dynamic watermarks carrying the viewer's identity, so any screenshot or photo traces to one party; gate access behind a signed NDA; and keep the carrier names off the loss runs at this stage — the buyer's actuary can validate loss ratios by program without knowing which carrier holds the pen. Pair the loss runs with actuarial summaries and bordereaux samples so the buyer can see that your reported experience reconciles to what the carrier receives. Then watch page analytics to confirm the serious actuarial diligence is actually happening. See the M&A due diligence process guide for how this fits the wider workstream.

What documents do buyers expect in an MGA data room?

Buyers expect the documents that prove three things: that the program economics are real, that the underwriting authority is durable, and that the compliance house is in order. Concretely, that means loss runs by program year and actuarial summaries; the binding authority agreements (BAAs) and program agreements that grant your underwriting authority; reinsurance treaties and any fronting arrangements behind the programs; premium trust and fiduciary account reconciliations; producer agreements with their non-solicit and non-piracy covenants; excess and surplus lines licenses mapped by state (roughly 46% of MGAs run 60% or more of their business on nonadmitted paper, so surplus-lines license coverage is a core workstream); third-party administrator (TPA) and claims-handling agreements; and bordereaux samples that let the buyer see the structured risk-and-premium data you report to your capacity providers. Alongside those sit the ordinary corporate diligence items — financials, org chart, systems, and standard operating procedures — where the absence of SOPs is itself a red flag. The due diligence data room checklist covers the corporate baseline; the MGA-specific layer is the loss data, the carrier agreements, the trust reconciliations, and the licensing. Structure them so the sensitive items (carrier names, producer identities) sit in a stage that only unlocks post-LOI.

How do I let 8-12 buyers into diligence without them seeing each other?

You use buyer-group walls, so each buyer sees only their own view of the room and never the identity, presence, or activity of any other bidder. In a competitive MGA process you may run eight to twelve serious parties through diligence at once, and the confidentiality math is unforgiving: if buyers can infer who else is looking, you lose negotiating leverage and you multiply leak paths back to your carriers and producers. A modern data room solves this by segmenting access into isolated groups — every buyer is walled into their own space, with its own permissions, its own watermark identity, and its own document scope, so Buyer A cannot tell that Buyers B through L exist. That same segmentation lets you run different disclosure stages in parallel: an early-stage buyer sees only anonymized program summaries while a post-LOI buyer sees carrier agreements, all inside the same room. And because every viewer carries a unique per-page watermark, a leaked page is traceable to exactly one party. With Peony — used by 5,900+ customers — viewers are unlimited and free, so putting all twelve buyers plus their advisors in the room costs nothing extra; you are billed per admin, not per viewer or per page.

Is a 30-40% earnout normal when selling to a PE-backed platform?

A material earnout is standard in specialty-intermediary deals, and a 30-40% share of the total price is within the range buyers commonly propose in this market — though the exact split is deal-specific and negotiated, so treat that band as directional rather than a fixed rule. MarshBerry's data shows earnouts are a real, growing component of these transactions: all-in values (base purchase price plus earnout) for specialty intermediaries rose more than 60% versus 2020 and more than 15% versus 2024, which only makes sense if the earnout portion is large enough to move the total. Practitioner-consensus ranges put earnouts around 20-40% of price over two to four years, with roughly 60-70% paid at close and a slice as rollover equity, though those are market-commentary figures rather than a single named study. For an MGA specifically, the earnout is usually tied to the things that carry the most risk — program retention, producer persistency, and loss-ratio performance — which is precisely why proving those metrics cleanly in the room raises both your headline multiple and the odds you actually collect the earnout. The lower your concentration risk and the cleaner your loss runs, the more of the price you can pull forward into guaranteed cash at close. Model the structure carefully with your advisor; see the M&A process guide.

Consolidator or PE platform — who actually pays more for an MGA?

There is no single winner — the right buyer depends on whether you optimize for headline price, guaranteed cash at close, or a second bite — but you only discover who pays most by running them against each other, which is what your advisor and your data room are for. The buyer landscape for MGAs is deep: strategic consolidators and specialty platforms such as Ryan Specialty, Amynta, and Dual (part of Howden), alongside PE-backed platforms building delegated-authority portfolios. Ryan Specialty's own SEC filings show the scale and structure of what strategics pay: US Assure (a builder's risk program) at $1,079.8M cash plus $103.8M contingent consideration in August 2024; Innovisk (seven specialty MGUs) at $426.8M in November 2024; and Velocity Risk Underwriters (an MGU) at $548.6M cash plus $19.6M contingent in February 2025 — note the contingent (earnout) components even in large public deals. A strategic may pay the highest all-in number and offer program synergies but demand tighter integration; a PE platform may offer meaningful rollover equity and a second liquidity event but more earnout. Specialty-intermediary M&A ran 149 transactions in 2025, up 24%, across 73 unique buyers (MarshBerry) — a competitive field. The way to convert that competition into price is a clean, staged process; the way to pick the banker who assembles the field is our best insurance M&A advisors guide.

What does a data room cost for an MGA sale?

For a one-time MGA sale, a modern data room costs a low flat monthly rate for the few months the process runs — a rounding error against a deal valued at a high-teens multiple of EBITDA. Peony charges per admin, not per page or per viewer: the Data Room plan is $52 per admin per month (the most popular for a sale process), the Business plan is $30 per admin per month, and the Deal Team plan is $64 per admin per month with a four-admin minimum. Viewers are unlimited and free, so all eight to twelve buyers plus their lawyers and actuaries cost nothing extra, and there are no per-page fees — which matters for MGA diligence, where buyers page through hundreds of loss runs, bordereaux, and treaty documents. For contrast, among the other vendors that publish pricing, iDeals runs roughly $500-1,000 per month and Datasite comes in around $68,000 for a deal — the legacy per-page and per-user models are built for large corporate transactions, not a lower-middle-market MGA sale. The bigger cost in an MGA sale is not the room; it is the advisor who runs the process, and that is money well spent — see the due diligence cost breakdown and, for advisor economics, our best insurance M&A advisors guide.