8-KMaterial AgreementsSecurities & ListingRegulation FD+2

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 10, 2025)

Filed June 10, 2025For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) announced a significant acquisition on June 10, 2025, entering into a Merger Agreement to acquire RSC Topco, Inc. for an aggregate purchase price of approximately $9.825 billion. After customary post-closing adjustments, the net merger consideration is expected to be around $9.4 billion, comprising approximately $8.1 billion in cash and $1.3 billion in Brown & Brown common stock. RSC Topco operates as a North American insurance distribution platform, notably including the Risk Strategies and One80 Intermediaries brands. This transformative acquisition is subject to customary closing conditions, including regulatory approvals, which have already satisfied the HSR waiting period. The transaction will be funded through a combination of cash on hand, the issuance of Brown & Brown common stock, and a new 364-day senior unsecured bridge loan facility of up to $9.4 billion. A portion of the merger consideration, $750 million, will be held in an escrow fund to secure indemnification obligations related to specific financial guarantee and captive insurance policies. Investors should note that the common stock issued as consideration will be unregistered and subject to a five-year lock-up period for certain recipients.

Key Highlights

  • 1Brown & Brown to acquire RSC Topco, Inc. for an aggregate purchase price of $9.825 billion.
  • 2Net merger consideration expected to be approximately $9.4 billion, consisting of $8.1 billion in cash and $1.3 billion in Brown & Brown common stock.
  • 3RSC Topco is a significant insurance distribution platform, including Risk Strategies and One80 Intermediaries.
  • 4Transaction is subject to customary closing conditions, with HSR waiting period already expired.
  • 5Financing includes a $9.4 billion bridge loan facility, cash, and equity.
  • 6A $750 million escrow fund will secure indemnification obligations related to specific financial guarantee and captive insurance policies.
  • 7Common stock issued as part of the consideration will be unregistered and subject to a five-year lock-up for some recipients.

Frequently Asked Questions

Brown & Brown is acquiring RSC Topco, Inc. for an aggregate purchase price of approximately $9.825 billion. The net merger consideration after adjustments is estimated at $9.4 billion. This will be financed through approximately $8.1 billion in cash and $1.3 billion in Brown & Brown common stock. Additionally, the company has secured a commitment for a $9.4 billion bridge loan facility to fund a portion of the consideration and related expenses.

RSC Topco, Inc. is a North American insurance distribution platform that includes prominent specialty insurance and risk management companies such as the Risk Strategies and One80 Intermediaries brands. This acquisition is significant as it represents a substantial expansion of Brown & Brown's market presence and capabilities within the insurance distribution sector.

The completion of the merger is subject to customary closing conditions, including regulatory approvals, although the Hart-Scott-Rodino waiting period has already expired. A significant portion of the merger consideration, $750 million, will be placed in an escrow fund to cover potential indemnification obligations related to specific financial guarantee policies and restructuring matters of RSC. The common stock issued as part of the deal is unregistered and will have a five-year lock-up period for certain recipients.

The filing includes audited consolidated financial statements for RSC Topco, Inc. for the fiscal year ended December 31, 2024, and unaudited condensed consolidated financial statements for the three months ended March 31, 2025. It also provides unaudited pro forma condensed combined financial information giving effect to the transaction. These documents are available as exhibits to this Current Report on Form 8-K.