BROWN & BROWN, INC. (NYSE:BRO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2018, Brown Brown, Inc. (the Company) entered
into a term loan credit agreement (the Term Loan Credit
Agreement) with the lenders named therein, Wells Fargo Bank,
National Association, as administrative agent, Bank of America,
N.A., BMO Harris Bank N.A., and SunTrust Bank as co-syndication
agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce,
Fenner Smith Incorporated, BMO Capital Markets Corp., and
SunTrust Robinson Humphrey, Inc. as joint lead arrangers and
joint bookrunners.
into a term loan credit agreement (the Term Loan Credit
Agreement) with the lenders named therein, Wells Fargo Bank,
National Association, as administrative agent, Bank of America,
N.A., BMO Harris Bank N.A., and SunTrust Bank as co-syndication
agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce,
Fenner Smith Incorporated, BMO Capital Markets Corp., and
SunTrust Robinson Humphrey, Inc. as joint lead arrangers and
joint bookrunners.
The Term Loan Credit Agreement provides for an unsecured term
loan in the initial amount of $300 million, which may, subject to
lenders discretion, potentially be increased up to an aggregate
amount of $450 million (the Term Loan). The Term Loan is
repayable over the five-year term from the effective date of the
Term Loan Credit Agreement, which was December 21, 2018. Based on
the Companys net debt leverage ratio or a non-credit enhanced
senior unsecured long-term debt rating as determined by Moodys
Investor Service and Standard Poors Rating Service, the current
rate of interest on the Term Loan is 1.25% above the adjusted
1-Month LIBOR rate.
loan in the initial amount of $300 million, which may, subject to
lenders discretion, potentially be increased up to an aggregate
amount of $450 million (the Term Loan). The Term Loan is
repayable over the five-year term from the effective date of the
Term Loan Credit Agreement, which was December 21, 2018. Based on
the Companys net debt leverage ratio or a non-credit enhanced
senior unsecured long-term debt rating as determined by Moodys
Investor Service and Standard Poors Rating Service, the current
rate of interest on the Term Loan is 1.25% above the adjusted
1-Month LIBOR rate.
On December 21, 2018, the Company borrowed $300 million under the
Term Loan Credit Agreement and used such borrowings to reduce
indebtedness under the Companys Amended and Restated Credit
Agreement, dated June 28, 2017, with the lenders named therein,
JPMorgan Chase Bank, N.A., as administrative agent, Bank of
America, N.A., Royal Bank of Canada, and SunTrust Bank and
co-syndication agents, and U.S. Bank National Association, BMO
Harris Bank, N.A., Fifth Third Bank, Wells Fargo Bank, National
Association, and PNC Bank, National Association as
co-documentation agents (the Revolving Credit Facility). The
Company had borrowed approximately $600 million under its
Revolving Credit Facility on November 15, 2018 in connection with
the closing of the acquisition.>of certain assets and
assumption of certain liabilities of the Hays Companies.
Term Loan Credit Agreement and used such borrowings to reduce
indebtedness under the Companys Amended and Restated Credit
Agreement, dated June 28, 2017, with the lenders named therein,
JPMorgan Chase Bank, N.A., as administrative agent, Bank of
America, N.A., Royal Bank of Canada, and SunTrust Bank and
co-syndication agents, and U.S. Bank National Association, BMO
Harris Bank, N.A., Fifth Third Bank, Wells Fargo Bank, National
Association, and PNC Bank, National Association as
co-documentation agents (the Revolving Credit Facility). The
Company had borrowed approximately $600 million under its
Revolving Credit Facility on November 15, 2018 in connection with
the closing of the acquisition.>of certain assets and
assumption of certain liabilities of the Hays Companies.
As of the date of filing this Current Report on Form 8-K, there
is $300 million outstanding under the Term Loan Credit Agreement.
is $300 million outstanding under the Term Loan Credit Agreement.
Some of the agents and lenders under the Term Loan Credit
Agreement or their affiliates have various other relationships
with the Company and its subsidiaries involving the provision of
financial services, including cash management, loans, letter of
credit and bank guarantee facilities, investment banking and
trust services.
Agreement or their affiliates have various other relationships
with the Company and its subsidiaries involving the provision of
financial services, including cash management, loans, letter of
credit and bank guarantee facilities, investment banking and
trust services.
The foregoing description of the Term Loan Credit Agreement is
qualified in its entirety by reference to the complete terms and
conditions of the Term Loan Credit Agreement, which will be filed
as an exhibit to the Companys Annual Report on Form 10-K for its
fiscal year ending December 31, 2018.
qualified in its entirety by reference to the complete terms and
conditions of the Term Loan Credit Agreement, which will be filed
as an exhibit to the Companys Annual Report on Form 10-K for its
fiscal year ending December 31, 2018.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Report is
incorporated by reference into this Item 2.03.
incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Effective December 18, 2018, the Board of Directors of the
Company (the Board) increased the size of the Board from thirteen
directors to fourteen directors and appointed Lawrence L.
Gellerstedt III, age 62, to serve as a director of the Company,
effective immediately. Mr. Gellerstedt has served as Chairman of
the Board and Chief Executive Officer of Cousins Properties
Incorporated since July 2017; he previously served Cousins
Properties Incorporated from July 2009 to July 2017 as President
and Chief Executive Officer, from February 2009 to July 2009 as
President and Chief Operating Officer, from May 2008 to February
2009 as Executive Vice President and Chief Development Officer,
and from July 2005 to May 2008 as Senior Vice President and
President of the Office/Multi-Family Division.
Company (the Board) increased the size of the Board from thirteen
directors to fourteen directors and appointed Lawrence L.
Gellerstedt III, age 62, to serve as a director of the Company,
effective immediately. Mr. Gellerstedt has served as Chairman of
the Board and Chief Executive Officer of Cousins Properties
Incorporated since July 2017; he previously served Cousins
Properties Incorporated from July 2009 to July 2017 as President
and Chief Executive Officer, from February 2009 to July 2009 as
President and Chief Operating Officer, from May 2008 to February
2009 as Executive Vice President and Chief Development Officer,
and from July 2005 to May 2008 as Senior Vice President and
President of the Office/Multi-Family Division.
Mr. Gellerstedts initial term as a director on the Board expires
at the Companys 2019 Annual Meeting of Shareholders.
at the Companys 2019 Annual Meeting of Shareholders.
Mr. Gellerstedt was not appointed to any standing committees of
the Board, but is expected to be appointed to one or more
standing committees of the Board following the Companys 2019
Annual Meeting of Shareholders, although which specific standing
committee(s) has not been determined at the time of the filing of
this Current Report on Form 8-K.
the Board, but is expected to be appointed to one or more
standing committees of the Board following the Companys 2019
Annual Meeting of Shareholders, although which specific standing
committee(s) has not been determined at the time of the filing of
this Current Report on Form 8-K.
As a non-employee director on the Board, Mr. Gellerstedt will be
compensated for service as a director in accordance with the
standard compensation provided to non-employee directors. There
are no arrangements or understandings between Mr. Gellerstedt and
any other persons to which Mr. Gellerstedt was selected as a
director, and there are no transactions in which the Company was
or is to be a participant and in which Mr. Gellerstedt had or
will have a direct or indirect material interest that are
required to be reported to Item 404(a) of Regulation S-K.
compensated for service as a director in accordance with the
standard compensation provided to non-employee directors. There
are no arrangements or understandings between Mr. Gellerstedt and
any other persons to which Mr. Gellerstedt was selected as a
director, and there are no transactions in which the Company was
or is to be a participant and in which Mr. Gellerstedt had or
will have a direct or indirect material interest that are
required to be reported to Item 404(a) of Regulation S-K.
About BROWN & BROWN, INC. (NYSE:BRO)
Brown & Brown, Inc. is a diversified insurance agency, wholesale brokerage, insurance programs and service company. The Company markets and sells insurance products and services in the property, casualty and employee benefits areas. It provides customers with non-investment insurance contracts, as well as other targeted, customized risk management products and services. It operates through four segments: the Retail segment; the National Programs segment; the Wholesale Brokerage segment, and the Services segment. The Retail Segment provides a range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers. Its National Programs Segment works with over 40 carrier partners, offering approximately 50 programs. Its Wholesale Brokerage segment markets and sells excess and surplus commercial insurance products and services to retail insurance agencies. Services Segment provides a range of insurance-related services.