At its core, programmatic M&A is not a volume play; it’s a strategy for systematically acquiring small to midsize businesses, services, and capabilities and for effectively integrating them as new businesses or capabilities. Companies that adopt this approach to deal making, including a select group of insurers in both the life and property and casualty (P&C) sectors, have generated superior excess TSR by focusing on a series of smaller acquisitions to diversify product offerings or add new capabilities—rather than traditional financial-sector M&A goals that emphasize building scale.
It’s an approach insurers should consider. Deal making in the sector is likely to be brisk in the coming years as insurers seek to grow and diversify their earnings. Life insurers face ongoing challenges to sustaining growth in core life and annuity businesses; they also remain focused on improving ROE profiles by divesting or reinsuring legacy blocks. Meanwhile, P&C carriers are likely to seek bolt-on deals of companies that enhance their presence in growth markets and offer attractive cross-cycle ROE.
To support a programmatic approach to M&A, acquirers need to canvass a large number of potential acquisitions—as many as two to three times more than they did several years ago. But in our experience, many insurance carriers are facing that volume of activity with little more than the most basic framework describing the how and why of their M&A strategy. In a recent informal poll of insurance executives who focus on strategy, business development, and M&A,1 we found that some believe they have relevant capabilities in place given their frequent engagement in M&A (Exhibit 1). Yet few of these rise to the level of what we would define as a fully developed M&A blueprint. Without such a blueprint, companies will find it hard to distinguish between through-cycle opportunities (during both upcycles and downturns) that are consistent with their corporate strategy and low-hanging opportunistic deals available in the marketplace that are not. Furthermore, without a developed M&A blueprint, insurers are more likely to pursue ad hoc synergies around each target with hit-or-miss returns.
A robust M&A blueprint addresses where, why, and how a company will undertake a systematic program of acquisition. It lays out well-defined themes and criteria that are explicitly grounded in strategy, builds conviction and alignment of stakeholders, and sets clear boundaries and integration plans. The result is that companies can be both more proactive and more opportunistic at identifying potential acquisition targets and will be better prepared for negotiations and integration. As important, an effective M&A blueprint will be an invaluable tool for executives communicating a compelling story, both internally and to investors, about the company’s deal-making strategy and its vision for the future.
Where and why
The foundation of any M&A blueprint is an explicit articulation of how M&A aligns with and furthers a company’s growth strategy. Companies that acquire businesses expecting to refine the strategic rationale later are unlikely to reap the rewards of programmatic deal making. So are those that see smaller acquisitions as malleable building blocks to be pieced together ad hoc, that take an opportunistic approach to M&A, or that proceed without a pressure-tested integration playbook.
For companies considering acquisitions, an M&A blueprint should target specific growth themes and boundary conditions that reflect a comprehensive self-assessment of a company’s competitive advantages as well as the compelling strategy requirements for its business model that make it well suited to pursue M&A in a specific area. For example, a personal lines P&C carrier’s corporate strategy included enhancing customer growth through a digital engagement platform. Confident in the company’s ability to rapidly scale new businesses, managers decided that a program of M&A to acquire the various components of an integrated, direct-to-consumer platform would be the best way to accelerate domestic growth and support international expansion.
Identifying growth themes
An effective blueprint for programmatic M&A identifies at most three actionable M&A growth themes.2 These themes should be areas where the company can add value to targets and needs M&A to deliver its strategy. They might include, for example, themes leading to superior product manufacturing capabilities across life and annuities as well as personal and commercial P&C lines, the ability to operate effectively in multiple international markets—which can be difficult to achieve through organic growth—or opportunities to target smaller companies with differentiated offerings and niche areas, including asset management or specialty commercial P&C lines.
A vague M&A blueprint with an unclear link to strategy tends to lead to overly broad objectives for deal making. “Increasing our digital focus,” for example, is not specific enough to help executives identify potential M&A targets. A more actionable objective might be framed as “improving underwriting methodology by acquiring companies with expertise in areas such as data analytics, intelligent pricing, antifraud, and telematics.”
Converging around the top one to three areas where M&A can most substantially advance the organization’s strategy takes some planning. Getting a group of executives to agree on a shortlist of M&A themes is bound to evoke some friction. If you were to go around the table at the next strategy meeting and ask your company’s senior leadership team to identify the organization’s top M&A themes, you’d likely end up with a long list of ideas. That’s acceptable, at first, because such an exercise can serve as a mechanism that compels everyone to take a closer look at their data, assumptions, and biases—a process that elevates awareness and understanding. But eventually, the most effective M&A blueprints also reflect alignment and conviction among senior leadership (including business unit leadership and the business development team) around a shortlist of M&A themes.
Among the North American insurance industry M&A executives we polled, the two most common objectives of pursuing deals are the acquisition of new capabilities and the expansion of product and service offerings. Less relevant acquisition rationales included expanding geographically, realizing economies of scale, and acquiring undervalued companies.
The CFO of one leading insurance company successfully focuses the carrier’s M&A agenda around a prioritized set of growth and capability themes. Close collaboration between the CFO’s team and business unit leaders enables the company to identify top acquisition candidates—which is a big factor in their success at conducting due diligence on dozens of potential targets each year. This company successfully completes multiple bolt-on deals per year, many of which are privately negotiated transactions cultivated through proactive sourcing rather than well-known opportunities in the marketplace. In addition, the CFO’s team uses its playbook to create value and meet integration targets, which maintains capabilities, improves the cost structure, and typically includes a boundary condition of achieving earnings accretion within 12 months.
Setting boundary conditions
One aspect of this assessment that is often overlooked is an explicit acknowledgment of the market and organizational forces that define the boundaries of a company’s deal making in terms of size, type, and pace. The most concrete boundary is probably how much capital an insurer has on hand or can raise to fund a program of acquisitions—including capital not just for funding acquisitions but also for integrating and scaling each asset.
Boundary conditions might also include financial metrics such as those reflecting an insurer’s growth targets, margins, earnings, or ROE. If a carrier is only anchored on certain return metrics, such as ROE or ROIC, to track ongoing performance of an acquired asset, then high-growth, early-stage companies often look less attractive. Alternatively, if an insurer is willing to look at an array of metrics based on the asset profile—such as ROE or ROIC for mature assets versus top-line growth for early-stage innovators—then it will have a greater degree of freedom for deal making. Finally, even softer assessments of organizational and cultural fit, financial limitations, or regulatory boundaries can further narrow the scope of potential targets.
Establishing these boundary conditions early—with explicit agreement from the CFO and the board—can help put teeth into investment commitments and align everyone on negotiable and nonnegotiable terms. Consider, for example, the case of one personal lines carrier. Over the years, the company had a generally successful track record of acquiring large insurers to add new brands and customer segments. However, these acquisitions were seldom fully integrated, resulting in unwieldy productivity metrics and a collection of separately maintained corporate functions, such as finance and HR. This M&A strategy worked reasonably well until the company realized its loose approach was not scalable. The insurer addressed this issue by resetting both its organizational and M&A approaches and refining its methodology to implement a series of boundary conditions for acquisitions linked to tightened integration parameters. These included centralized corporate functions that created additional efficiencies, rather than maintaining separate corporate functions for each company it acquired. As a result, the company is now able to effectively pursue growth through M&A.
How: A foundation for action
Programmatic acquirers must give careful thought to how they plan to pursue M&A—a critical part of the M&A blueprint to advance their strategic plans. This process includes constructing a high-level business case to identify the objectives and preliminary integration plans for each area. It also includes identifying the right capabilities and resources for each part of the deal-making process, as well as plans for tailoring the approach for each specific deal. Plans may need adjustments to reflect each deal’s sources of risk and whether value opportunities will come from consolidation, capability building, or new business opportunities, for example.
Business case to identify objectives
Once priority M&A themes and boundary conditions are established, the next critical step is to develop a granular road map for execution. The road map should identify how an acquisition would create value and create screening criteria to prioritize potential targets—within the boundary conditions of feasibility and availability.
Once the business case is developed at the theme level, carriers need to develop a plan for each identified acquisition candidate, including a top-down growth plan, capital and cost synergy assumptions, risk mitigation, and a determination of the investment needed to scale the asset. An effective business plan should be continuously refined based on the target’s relative size, its level of similarity with the acquiring business, and, as acquirers learn more about an asset, its working culture.
It is important to recognize that in a seller’s market, buyers face the risk of overpaying for an attractive asset. A critical way to reduce this risk is to apply the discipline of developing an M&A blueprint inclusive of a theme-level business case. This process is designed to enhance the due-diligence process and allow organizations to avoid making costly mistakes that are inconsistent with their growth strategies.
Capabilities and execution
Part of the self-assessment involved in developing an M&A blueprint is a review of the company’s internal talent; its capabilities; and the time needed to evaluate, pursue, and execute M&A deals, both before and after a transaction. If there are unknowns, what are the gaps that need to be addressed?
We recommend that companies develop a comprehensive integration playbook as part of the overall blueprint, including key activities for each area (such as value capture, cultural integration, and revenue synergies) and specific leadership roles that must be filled for a successful transaction. This includes senior sponsors in the organization, ideally business unit leaders who own initiatives and assign working teams against them.
At least half of the carriers we polled have playbooks centered on the initial stages of a deal, including target identification, due diligence, valuation, and integration planning checklists. But most of them lack guidelines about tailoring execution—a critical factor in the most effective acquisitions (Exhibit 2). In particular, based on different deal archetypes in insurance, acquirers might have different perspectives on who leads across five critical design areas of merger integration:
- Governance: Who leads the overall value creation planning and business case development and review, and how they do it?
- Leadership: Who coordinates the integration and organization effort across ideation, business case development, approval, and rigorous tracking?
- Scope: What do we integrate, and to what extent, to realize the value aspiration?
- Speed and pace: How fast should we go, and how coordinated should the effort be?
- Culture and talent: How will we handle people?
One leading global player with a history of delivering strong M&A returns employs a highly disciplined, sponsor-oriented approach to deal making. The CFO assigns leadership roles to specific executives, who have ultimate responsibility for deal execution and integration. This approach ensures speedy decision making, which unblocks pain points and helps deliver a deal’s full value.
Building conviction
Embarking on a program of M&A requires conviction, commitment, and buy-in from internal and external stakeholders alike. An effective M&A blueprint, when developed collaboratively, can ensure that competing viewpoints are heard inside the company and that risks and opportunities are thoroughly vetted. This better prepares the CEO to communicate with the board but also enables the acquisition team to seek the support of its acquisition targets.
Drafting the M&A blueprint
An M&A blueprint isn’t something a single executive can draft—and it isn’t much use if it’s developed after the fact to confirm the hypotheses supporting an exciting deal. The best blueprints reflect senior-level coordination between corporate-strategy and corporate-development executives whose collective alignment helps build conviction in their decision to commit capital to transactions. When alignment is established, the process becomes efficient because executives are not debating which types of deals to target. This alignment occurs in no small part due to a transparent and unambiguous approach from the CEO.
After one deal failed to cross the finish line, a mutual insurer’s CEO and head of M&A conducted a six-week exercise to assess and strengthen the company’s M&A approach. As a result, the company aligned its growth themes and developed a process to scan for broadened opportunities—enhancements that led to a threefold increase in the number of potential acquisition candidates. The new blueprint increased the company’s confidence in deal making and ultimately led to multiple equity investments in companies that generated substantial financial returns and turbocharged capabilities.
Your reputation as an acquirer
For programmatic acquirers, today’s competitive M&A landscape has characteristics of a seller’s market. Small and midsize companies with innovative technology, next-generation products, undeveloped intellectual assets, or even well-honed capabilities in underserved markets can have multiple suitors—and they’re often interested in more than just the bottom-line sale price. As a result, acquirers need to make longer-term investments to build conviction in acquisition targets. Yet nearly half the carriers we polled lack a clear owner for proactive target cultivation, and only one-third of carriers regularly establish relationships with potential M&A targets.
Some acquirers maintain lists of potential acquisition targets and cultivate relationships with them, and we expect more companies to begin following suit in the next year or two. This development will change the job responsibilities of carriers’ most senior executives, including the CEO. For example, one global insurance industry leader keeps an extended list of close to 100 potential acquisition candidates. Executives update this list quarterly and actively reach out to candidates to cultivate them for potential fit and deals. Senior leaders will need to allocate greater portions of their time to cultivating acquisition candidates. As a result, they need to have time blocks (appropriately leveraged in coordination and collaboration with others) focused on developing long-term relationships with targets that might ultimately lead to acquisitions.
The most successful acquirers also take the long view on establishing and supporting their brand identity as a desirable buyer. Companies known for treating people fairly after an acquisition—as well as caring about the knowledge they bring to the enterprise—often enjoy an advantaged position among competing acquirers. A robust M&A blueprint should explicitly address a company’s reputation as a buyer, how that reputation will play out in the acquisition process, and how the acquisition team might use the blueprint as a screening criterion in cultivating acquisition candidates.
Programmatic M&A is a strategy for systematically building new businesses, services, and capabilities and effectively integrating them to build something that did not exist before. The companies that use a programmatic approach create deal flow linked to their conviction in their corporate strategy, understanding of their competitive advantage, and confidence in their capacity to execute.
