8-KLeadership ChangesAcquisitions & DispositionsRegulation FD+1

BROWN & BROWN, INC. 8-K Report, Acquisition Completed (Jul 8, 2013)

Filed July 8, 2013For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed a Form 8-K on July 8, 2013, reporting the completion of a significant acquisition and executive compensation updates. The company announced the successful acquisition of Beecher Carlson Holdings, Inc. for approximately $360.0 million, subject to working capital adjustments. Beecher Carlson operates as an insurance and risk management broker with diverse services including retail brokerage, program management, and captive management. This acquisition is a material event that is expected to expand Brown & Brown's market presence and service offerings. In addition to the acquisition, the filing also disclosed compensatory arrangements for key executives. The Compensation Committee of the Board of Directors approved grants of restricted stock to certain named executive officers, including Cory T. Walker, Anthony T. Strianese, and Chris L. Walker. These 'PTSG Shares' are subject to specific employment, change of control, and other conditions, with a vesting date of July 1, 2020. These actions indicate strategic growth initiatives and executive retention efforts by the company.

Key Highlights

  • 1Brown & Brown, Inc. completed the acquisition of Beecher Carlson Holdings, Inc. on July 1, 2013.
  • 2The acquisition price for Beecher Carlson was approximately $360.0 million, subject to working capital adjustments.
  • 3Beecher Carlson is an insurance and risk management broker with operations in retail brokerage, program management, and captive management.
  • 4The company announced the execution of the Merger Agreement for the acquisition on May 21, 2013.
  • 5Restricted stock grants (PTSG Shares) were approved for certain named executive officers, vesting on July 1, 2020.
  • 6Key executives receiving these grants include Cory T. Walker, Anthony T. Strianese, and Chris L. Walker.
  • 7The filing includes Exhibit 10.1 (Form of Performance-Triggered Stock Grant Agreement) and Exhibit 99.1 (Press Release dated July 1, 2013).

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the completion of Brown & Brown, Inc.'s acquisition of Beecher Carlson Holdings, Inc. and to disclose certain compensatory arrangements involving executive officers.

The acquisition of Beecher Carlson Holdings, Inc. cost approximately $360.0 million, subject to working capital adjustments. This represents a significant investment expected to contribute to the company's growth and expand its service capabilities in insurance and risk management.

The Compensation Committee approved grants of restricted stock, referred to as 'PTSG Shares,' to certain named executive officers. These shares have a vesting date of July 1, 2020, and are subject to specific conditions related to employment, change of control, and death/disability.

A copy of the Merger Agreement will be filed as an exhibit to Brown & Brown, Inc.'s Quarterly Report on Form 10-Q for the quarter ending June 30, 2013.