8-KMaterial AgreementsRegulation FDExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Material Agreement (May 21, 2013)

Filed May 21, 2013For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) announced on May 21, 2013, a significant development through a material definitive agreement to acquire Beecher Carlson Holdings, Inc. in a merger transaction. This strategic move involves Brown & Brown's wholly-owned subsidiary, Brown & Brown Merger Co., merging with Beecher Carlson Holdings, Inc., with Beecher as the surviving entity. The acquisition price is set at $360.0 million in cash, subject to adjustments for working capital. The transaction is contingent upon customary closing conditions, including regulatory approvals, necessary third-party consents, and shareholder approval from Beecher. The company plans to finance this acquisition through a combination of existing cash and new third-party financing, with a potential option to utilize existing financing agreements. This acquisition represents a material expansion for Brown & Brown and investors will be closely watching the successful completion of the deal and its integration.

Key Highlights

  • 1Brown & Brown, Inc. entered into a definitive merger agreement to acquire Beecher Carlson Holdings, Inc.
  • 2The acquisition price is approximately $360.0 million in cash, subject to working capital adjustments.
  • 3The transaction is structured as a merger of Brown & Brown's subsidiary with Beecher Carlson Holdings, Inc.
  • 4Closing conditions include regulatory approvals, third-party consents, and Beecher shareholder approval.
  • 5The acquisition is expected to be financed through a mix of existing cash and new third-party financing.
  • 6The agreement may be terminated if the merger does not close by October 1, 2013.
  • 7A press release detailing the agreement was issued on May 21, 2013.

Frequently Asked Questions

This 8-K filing announces Brown & Brown, Inc.'s entry into a material definitive agreement to acquire Beecher Carlson Holdings, Inc. through a merger.

The total purchase price is $360.0 million in cash, subject to an adjustment for working capital.

The company intends to finance the transaction using a combination of its available cash and new third-party financing. They may also utilize existing financing agreements.

The merger is subject to several closing conditions, including the receipt of required regulatory approvals (such as antitrust clearance), written consents from certain third parties with whom Beecher does business, and approval from Beecher's stockholders.