8-KMaterial AgreementsSecurities & ListingRegulation FD+1

BROWN & BROWN, INC. 8-K Report, Material Agreement (Oct 22, 2018)

Filed October 22, 2018For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) has entered into a material definitive agreement for the acquisition of certain assets and liabilities of The Hays Group, Inc. and its affiliates. The total purchase price is approximately $705 million, comprising $605 million in cash and $100 million in Brown & Brown common stock, with a potential earn-out of up to $25 million over three years based on performance targets. This significant acquisition is expected to expand Brown & Brown's operations and market reach. The transaction is subject to customary closing conditions, including regulatory approvals, and is anticipated to close by January 1, 2019, with potential for extension. The issuance of stock will be conducted as a private placement under an exemption from registration, with a five-year lock-up period for the recipients.

Key Highlights

  • 1Brown & Brown, Inc. (BRO) entered into an asset purchase agreement to acquire The Hays Group, Inc. and its affiliated entities.
  • 2The total purchase price for the acquisition is approximately $705 million.
  • 3The consideration includes $605 million in cash and $100 million in Brown & Brown common stock.
  • 4An additional earn-out of up to $25 million in cash is possible over three years, contingent on EBITDA growth targets.
  • 5The acquisition is subject to regulatory approvals and other customary closing conditions.
  • 6The transaction is expected to close by January 1, 2019, with a potential for extension.
  • 7A portion of the purchase price will be settled with Brown & Brown shares, subject to a five-year lock-up agreement.

Frequently Asked Questions

This 8-K filing announces that Brown & Brown, Inc. has entered into a material definitive agreement to acquire certain assets and liabilities of The Hays Group, Inc. and its affiliates.

The total purchase price is approximately $705 million, consisting of $605 million in cash and $100 million in Brown & Brown common stock, with potential for an additional $25 million in earn-out payments based on future performance.

The acquisition is subject to customary closing conditions, including the receipt of required regulatory approvals, such as antitrust approvals.

The $100 million in Brown & Brown common stock will be issued at closing in a private placement exempt from registration requirements. The recipients will agree to a five-year lock-up on the sale or disposition of these shares.