8-KMaterial AgreementsFinancial Events

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jan 31, 2012)

Filed January 31, 2012For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed this Form 8-K on January 31, 2012, to report on a significant financing event. On January 26, 2012, the company entered into a $100.0 million term loan agreement with JPMorgan Chase Bank, N.A. This new facility was used to fully repay a $50.0 million bridge facility and a $50.0 million revolving line of credit that were recently established in early January 2012. This transaction effectively refinances short-term debt with a longer-term obligation, maturing on December 31, 2016. The new term loan bears interest based on either the Alternative Base Rate or Adjusted LIBOR Rate, with customary covenants and covenants. Investors should note that this action streamlines the company's credit facilities and extends its debt maturity profile.

Key Highlights

  • 1Brown & Brown, Inc. secured a new $100.0 million term loan facility from JPMorgan Chase Bank, N.A. on January 26, 2012.
  • 2The proceeds from the new term loan were used to immediately repay a $50.0 million bridge facility and a $50.0 million revolving line of credit.
  • 3This transaction effectively replaces short-term financing with a longer-term debt instrument.
  • 4The new term loan has a maturity date of December 31, 2016.
  • 5Interest on the new loan is based on either the Alternative Base Rate or Adjusted LIBOR Rate.
  • 6The term loan agreement contains standard covenants and limitations for similar credit facilities.
  • 7The new JPM Agreement replaces the previously reported JPM Bridge Facility and SunTrust Revolver.

Frequently Asked Questions

The primary purpose of this filing is to report the entry into a material definitive agreement, specifically a new $100.0 million term loan agreement with JPMorgan Chase Bank, N.A., and the subsequent repayment of existing credit facilities.

This new $100.0 million term loan refinances and replaces a $50.0 million bridge facility and a $50.0 million revolving line of credit, effectively consolidating short-term debt into a longer-term loan with a later maturity date.

The new term loan matures on December 31, 2016. Interest is charged at a rate equal to the Alternative Base Rate or 1.00% above the Adjusted LIBOR Rate, as detailed in the agreement.

The filing indicates that the obligations under the JPM Term Loan are unsecured.