8-KMaterial AgreementsRegulation FDOther Events+1

BROWN & BROWN, INC. 8-K Report, Material Agreement (Jun 13, 2025)

Filed June 13, 2025For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) has announced significant capital-raising activities through the issuance of both common stock and senior notes, totaling approximately $4.7 billion. The company sold over 43 million shares of common stock for roughly $4.3 billion and issued $2.7 billion in various tranches of senior notes. These offerings are primarily intended to finance the cash consideration for the previously announced acquisition of RSC Topco, Inc. The successful completion of these capital raises demonstrates the company's ability to access capital markets to fund strategic growth initiatives. Investors should note that the proceeds are earmarked for this acquisition, with general corporate purposes as a fallback if the acquisition does not close. The filing also includes updated risk factors related to this merger, which investors should review carefully.

Key Highlights

  • 1Brown & Brown, Inc. raised approximately $4.3 billion through the sale of 43,137,254 shares of common stock.
  • 2The company also issued $2.7 billion in aggregate principal amount of Senior Notes across six different maturities (2026, 2028, 2030, 2032, 2035, and 2055) with coupon rates ranging from 4.600% to 6.250%.
  • 3The net proceeds from both the common stock and notes offerings are intended to fund the cash consideration for the acquisition of RSC Topco, Inc.
  • 4The common stock offering was closed on June 12, 2025, while the notes offering is expected to close on June 23, 2025.
  • 5These offerings were conducted under the company's existing Automatic Shelf Registration Statement on Form S-3.
  • 6The filing incorporates updated risk factors related to the RSC acquisition, highlighting potential risks and uncertainties associated with the transaction.
  • 7The company has entered into customary underwriting agreements with J.P. Morgan Securities LLC and BofA Securities, Inc. for both offerings.

Frequently Asked Questions

The primary purpose of these offerings is to fund the cash consideration required for the previously announced acquisition of RSC Topco, Inc. If the acquisition does not close, the proceeds from the common stock and the 2035 notes will be used for general corporate purposes.

Brown & Brown raised approximately $4.3 billion from the sale of common stock and an additional $2.7 billion from the issuance of senior notes, bringing the total capital raised to approximately $7 billion.

The common stock offering closed on June 12, 2025. The notes offering is expected to close on June 23, 2025. The initial agreements were entered into on June 10, 2025 (common stock) and June 11, 2025 (notes).

The filing supplements risk factors related to the RSC merger, highlighting potential risks such as the timing and completion of the transaction, realization of anticipated benefits (cost savings, synergies), financing risks (increased indebtedness, securing acceptable terms), accuracy of assumptions, and operational risks of RSC's business, including underwriting risks in captive insurance companies. Investors are encouraged to review Exhibit 99.2 for a comprehensive list.