M&A - BROWN & BROWN, INC.

Form Type: 424B5

Filing Date: 2025-06-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525138167

Filing Summary: On June 10, 2025, Brown & Brown, Inc. entered into a Merger Agreement with RSC Topco, Inc., wherein it plans to acquire RSC for an aggregate purchase price of $9.825 billion. The net consideration payable at closing is expected to be around $9.4 billion, with approximately $8.1 billion cash and approximately $1.3 billion in common stock. The transaction is subject to customary closing conditions and regulatory approvals. RSC is the holding company for Accession Risk Management Group, which specializes in insurance distribution. The merger aims to streamline operations by combining Brown & Brown's Programs and Wholesale Brokerage segments into a new Specialty Distribution segment. The transaction is expected to close in the third quarter of 2025, and this offering is part of the financing related to the merger, but execution is not conditional upon it.

Form Type: 424B5

Filing Date: 2025-06-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525138223

Filing Summary: On June 10, 2025, Brown & Brown, Inc. announced the entry into a Merger Agreement to acquire RSC Topco, Inc. for an aggregate purchase price of $9.825 billion. This transaction aims to leverage the resources and capabilities of both companies to enhance their market positioning. The financing for this transaction will involve proceeds from the issuance of senior notes, which will be payable semi-annually until maturity. The offering is not contingent on the merger closing, although if the merger does not occur by specified dates, certain notes may need to be redeemed at a premium. The document outlines the terms of the notes being offered, including their ranking as senior unsecured obligations and risks associated with the transaction and market conditions.

Form Type: 8-K

Filing Date: 2025-06-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525138153

Filing Summary: On June 10, 2025, Brown & Brown, Inc. entered into a Merger Agreement to acquire RSC Topco, Inc. for an aggregate purchase price of $9.825 billion. The purchase will consist of approximately $8.1 billion in cash and $1.3 billion in shares of the Company's common stock. The total net merger consideration after adjustments is expected to be around $9.4 billion. The merger will allow RSC to become a wholly owned subsidiary of Brown & Brown, Inc., bringing alongside RSC's existing insurance distribution platform, which includes brands like Risk Strategies and One80 Intermediaries. The transaction is subject to regulatory approvals and customary closing conditions. A $750 million Indemnity Escrow Fund will be established to secure indemnification obligations concerning certain liabilities related to the merger. The completion of the merger has customary termination provisions, and it can also be affected by issues such as breaches of representations and warranties by either party. Additionally, a Bridge Loan Facility of up to $9.4 billion is being arranged to finance part of the acquisition costs.