8-KMaterial AgreementsRegulation FDExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jan 16, 2014)

Filed January 16, 2014For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) announced a significant acquisition on January 16, 2014, through an 8-K filing detailing the entry into a merger agreement to acquire The Wright Insurance Group LLC. This strategic move involves a cash transaction valued at $602.5 million, with potential for an additional $37.5 million in contingent consideration. The acquisition is structured as a merger where Brown & Brown's subsidiary, Merger Sub, will absorb Wright Insurance Group, with Wright continuing as the surviving entity. This transaction is a key indicator of the company's growth strategy through strategic acquisitions in the insurance sector. The acquisition is subject to customary closing conditions, including regulatory approvals and approval from Wright's equityholders. The deal is expected to close by July 15, 2014, with a potential extension to October 15, 2014, if regulatory approvals remain pending. This acquisition is poised to expand Brown & Brown's capabilities and market presence, particularly within the Programs Business and its flood insurance operations.

Key Highlights

  • 1Brown & Brown, Inc. entered into a definitive merger agreement to acquire The Wright Insurance Group LLC.
  • 2The total cash consideration for the acquisition is $602.5 million, plus potential additional consideration of up to $37.5 million.
  • 3The acquisition is structured as a merger, with Wright Insurance Group becoming a part of Brown & Brown.
  • 4The purchase price includes $587.5 million for the Programs Business, $7.5 million for Wright National Flood Insurance Company (WNFIC), and $7.5 million for WNFIC statutory surplus.
  • 5Closing of the merger is contingent upon receiving necessary regulatory approvals and approval from Wright's equityholders.
  • 6The agreement sets a target closing date of July 15, 2014, with an option to extend to October 15, 2014.
  • 7The acquisition aims to enhance Brown & Brown's market position and service offerings, particularly in specialized insurance programs.

Frequently Asked Questions

This 8-K filing announces that Brown & Brown, Inc. has entered into a material definitive agreement to acquire The Wright Insurance Group LLC. It provides key details about the transaction, including the purchase price, structure, and closing conditions.

The total cash consideration for the acquisition is $602.5 million. Additionally, there is a provision for contingent consideration of up to $37.5 million, payable if certain acquisition transactions are closed by Wright or Brown & Brown before July 15, 2015.

The merger is subject to several closing conditions, including the receipt of required regulatory approvals (such as antitrust clearance) and the approval of the transaction by Wright's equityholders. The agreement also includes a termination date if the merger is not closed by July 15, 2014.

The acquisition of Wright Insurance Group is expected to expand Brown & Brown's capabilities and market reach, particularly within its Programs Business and flood insurance operations. The filing suggests it's a strategic move to strengthen the company's position in the insurance sector.