8-KMaterial AgreementsExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Material Agreement (Mar 8, 2019)

Filed March 8, 2019For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) announced a significant financing event through an 8-K filing on March 8, 2019. The company entered into an Underwriting Agreement to issue $350 million in aggregate principal amount of 4.500% Senior Notes due 2029. These notes were offered under the company's existing shelf registration statement and are expected to close on March 11, 2019. The primary use of the net proceeds from this debt offering is to repay a portion of outstanding borrowings under the company's credit facility, with any remaining funds allocated for general corporate purposes. This move suggests a strategy to refinance existing debt, potentially at a more favorable rate or term, and strengthen the company's capital structure. The Underwriting Agreement includes standard provisions for such transactions, such as representations, warranties, covenants, and indemnification clauses.

Key Highlights

  • 1Brown & Brown, Inc. is issuing $350 million in 4.500% Senior Notes due 2029.
  • 2The financing is being conducted under the company's Automatic Shelf Registration Statement on Form S-3.
  • 3The sale of the Notes is expected to close on March 11, 2019.
  • 4Proceeds will be used to repay a portion of outstanding borrowings under the company's credit facility.
  • 5Remaining proceeds will be utilized for general corporate purposes.
  • 6The Underwriting Agreement was entered into on March 4, 2019, with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and SunTrust Robinson Humphrey, Inc. acting as underwriters.

Frequently Asked Questions

The primary purpose of the debt issuance is to repay a portion of Brown & Brown's outstanding borrowings under its existing credit facility. This is a common strategy to refinance debt, potentially lowering interest expenses or extending maturity dates. Any remaining proceeds will be used for general corporate purposes.

The Senior Notes have a principal amount of $350 million and carry a fixed interest rate of 4.500%. They are due in 2029, meaning they have a maturity of approximately 10 years from the issuance date.

The sale of the Senior Notes is expected to close on March 11, 2019.

The underwriters for this offering are J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and SunTrust Robinson Humphrey, Inc., acting as representatives of the several underwriters named in the agreement.