Welcome!

News Feed Item

Brown & Brown, Inc. Enters Into Agreement to Acquire The Wright Insurance Group, LLC; Conference Call Scheduled Thursday, January 16 at 8:30 am EST

DAYTONA BEACH, FL and TAMPA, FL -- (Marketwired) -- 01/15/14 -- J. Powell Brown, Chief Executive Officer and President of Brown & Brown, Inc. (NYSE: BRO), today announced that Brown & Brown, Inc. has entered into a merger agreement to acquire The Wright Insurance Group, LLC ("Wright").

This transaction:

  • Brings to Brown & Brown a substantial presence in the national flood insurance program (NFIP) and a premier service provider for government-sponsored insurance programs and proprietary national and regional programs (collectively, the "Programs Business") with 2013 net adjusted revenues of $114 million (adjusted for certain divestitures to occur prior to closing).
  • Allows for growth initiatives that will concentrate on leveraging Wright's market expertise, tenured client relationships and infrastructure.
  • Joins in one organization two highly compatible sales and service cultures with the highest degree of ability and desire to succeed.

As part of this transaction:

  • Wright's current operational leadership team will remain in place and will continue to operate from offices in (i) Uniondale, New York, (ii) Albany, New York and (iii) St. Petersburg, Florida.
  • Wright's public entity/program services/specialty operations in New York will report to Tony Grippa (Regional Vice President) and Wright's flood program operations will report to Chris Walker (Regional Executive Vice President).
  • All of Wright's operations will become part of Brown & Brown's National Programs Division.
  • Pro-forma projected net revenues of $121 million and projected EBITDA of $58.8 million for the first twelve months of operation of the Wright companies after closing.
  • Estimated earnings per share growth of $.09 to $.10 in the next fiscal year.

Powell Brown stated, "Wright Insurance Group has an enviable history of solid growth and impeccable client service. With the support of its lead equity partner, Aquiline Capital Partners, Wright added a unique asset with a national position in the Wright WYO flood program. We look forward to the opportunities ahead combining the skills and expertise of our new Brown & Brown teammates from Wright with the Brown & Brown platform to continue to serve Wright's valued client base."

Jeff Greenberg, Chief Executive of Aquiline said, "We have enjoyed working with Brown & Brown on this transaction and admire the firm and its leadership. They are an ideal owner of Wright and share our positive outlook for the business and appreciation for the quality of the existing management team. We are pleased the employees and clients of Wright will be in such capable hands."

The total net consideration to be paid for the ownership interests of Wright is $602.5 million. This amount is comprised of cash payments of $587.5 million for the Programs Business, $7.5 million for Wright National Flood Insurance Company ("WNFIC") and $7.5 million for WNFIC statutory surplus. Brown & Brown anticipates the transaction will yield future tax benefits in the amount of $108 million. In addition, contingent consideration of up to $37.5 million may be payable if Wright completes certain agreed upon acquisitions prior to closing. The transaction is expected to close in April of 2014 and is subject to customary closing conditions, including Hart-Scott-Rondino approval and related regulatory approvals. The transaction will be a cash acquisition (utilizing free cash and existing debt sources) and is not subject to financing conditions. The total consideration does not reflect any one-time transaction expenses.

On Thursday, January 16, 2014, J. Powell Brown, J. Scott Penny, Regional President and Chief Acquisitions Officer, and Cory T. Walker, Senior Vice President and Chief Financial Officer of Brown & Brown, Inc., will host an investor update conference call concerning this transaction. You are invited to listen to the call, which will be broadcast live on Brown & Brown's Internet site at 8:30 a.m. EST. Simply log on to www.bbinsurance.com and click on "Investor Relations" and then "Calendar of Events". A presentation containing additional material regarding the transaction will also be available at this link.

If you are unable to listen during the live webcast, audio from the conference call will be available commencing two hours after the end of the live broadcast until midnight (EST) on Thursday, January 30, 2014. To access this replay, dial 1-888-203-1112 or 1-719-457-0820 and, when prompted, enter replay access code 8171635. Audio will also be archived on Brown & Brown's website, www.bbinsurance.com, for 60 days after the live broadcast. To access the website replay, go to "Investor Relations" and click on "Calendar of Events". Windows Media Player software and at least a 28.8 kbps connection to the Internet are required to access and listen to this broadcast.

Brown & Brown, Inc., through its subsidiaries, offers a broad range of insurance and reinsurance products and related services. Additionally, certain Brown & Brown subsidiaries offer a variety of risk management, third-party administration, and other services. Serving business, public entity, individual, trade and professional association clients nationwide, Brown & Brown is ranked by Business Insurance magazine as the United States' seventh largest independent insurance intermediary. The Wright Insurance Group is a fee-based specialty insurance services company that underwrites and administers complex property and casualty risks through three distinct segments: (i) Wright Flood, (ii) program services servicing reciprocals and self-insured groups and (iii) managing general agent services. Brown & Brown's web address is www.bbinsurance.com. Wright's current operations can be reviewed at Wright's web address located at www.wrightinsurance.com/companies.

This press release may contain certain statements relating to future results which are forward-looking statements, including those associated with this acquisition; the potential growth initiatives that may result; the future locations of Wright's operations; the reporting structure for Wright's operations; the pro-forma projected net revenues, EBITDA and earnings per share; the integration of the current Wright operations with Brown & Brown after the transaction; the combination of the skills and expertise of Wright with Brown & Brown; and the expected purchase price and closing date. These statements are not historical facts, but instead represent only Brown & Brown's current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of Brown & Brown's control. It is possible that actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements due to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to: Brown & Brown's consummation and integration of the announced acquisition, including adequately addressing any matters analyzed in the due diligence process; Brown & Brown's ability to retain Wright's customers following the transaction; the post-transaction performance of the operations acquired from Wright combined with Brown & Brown's operations; material adverse changes in the business and financial condition of Wright, Brown & Brown, or both, and their respective customers; material adverse changes in economic conditions in the markets Brown & Brown serves and in the general economy; management's decisions after the transaction regarding employment positions with Brown & Brown; the inability of certain individuals to fill certain positions with Brown & Brown after the transaction; changes to management's strategy, including the future strategic decisions regarding its insurance carrier relationships and/or the products and services it offers its distribution partners; future regulatory actions and conditions in the states in which Brown & Brown conducts its business; competition from others in the insurance agency, wholesale brokerage, insurance programs and service business; the occurrence of adverse economic conditions; an adverse regulatory climate; and a disaster in California, Florida, Georgia, Indiana, Louisiana, Massachusetts, Michigan, New Jersey, New York, Oregon, Pennsylvania, Texas, Virginia and Washington because a significant portion of business written by Brown & Brown is for customers located in these states; and the inherent uncertainty in making estimates, judgments, and assumptions in the preparation of financial statements in accordance with generally accepted accounting principles in the United States of America. Further information concerning Brown & Brown and its business, including factors that potentially could materially affect Brown & Brown's financial results and condition, as well as its other achievements, is contained in Brown & Brown's filings with the Securities and Exchange Commission. All forward-looking statements made herein are made only as of the date of this release, and Brown & Brown does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which Brown & Brown hereafter becomes aware.

Information Regarding Non-GAAP Measures
This press release refers to EBITDA (defined as earnings from continuing operations before interest, income taxes, depreciation and amortization), which is a measure not in accordance with, or an alternative to, the GAAP information provided herein. Brown & Brown believes EBITDA provides a meaningful representation of its operating performance and improves the comparability of results between periods by eliminating the impact of certain items that have a high degree of variability. The most directly comparable GAAP measure is net income. For the first twelve (12) months of operations of the Wright companies after closing, the projected net income is $15,845,000.

Cory T. Walker
Chief Financial Officer
(386) 239-7250

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
In his session at @ThingsExpo, Arvind Radhakrishnen discussed how IoT offers new business models in banking and financial services organizations with the capability to revolutionize products, payments, channels, business processes and asset management built on strong architectural foundation. The following topics were covered: How IoT stands to impact various business parameters including customer experience, cost and risk management within BFS organizations.
SYS-CON Events announced today that Golden Gate University will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Since 1901, non-profit Golden Gate University (GGU) has been helping adults achieve their professional goals by providing high quality, practice-based undergraduate and graduate educational programs in law, taxation, business and related professions. Many of its courses are taug...
@DevOpsSummit at Cloud Expo taking place Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center, Santa Clara, CA, is co-located with the 21st International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is ...
WebRTC is great technology to build your own communication tools. It will be even more exciting experience it with advanced devices, such as a 360 Camera, 360 microphone, and a depth sensor camera. In his session at @ThingsExpo, Masashi Ganeko, a manager at INFOCOM Corporation, will introduce two experimental projects from his team and what they learned from them. "Shotoku Tamago" uses the robot audition software HARK to track speakers in 360 video of a remote party. "Virtual Teleport" uses a...
When shopping for a new data processing platform for IoT solutions, many development teams want to be able to test-drive options before making a choice. Yet when evaluating an IoT solution, it’s simply not feasible to do so at scale with physical devices. Building a sensor simulator is the next best choice; however, generating a realistic simulation at very high TPS with ease of configurability is a formidable challenge. When dealing with multiple application or transport protocols, you would be...
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...
While some vendors scramble to create and sell you a fancy solution for monitoring your spanking new Amazon Lambdas, hear how you can do it on the cheap using just built-in Java APIs yourself. By exploiting a little-known fact that Lambdas aren’t exactly single-threaded, you can effectively identify hot spots in your serverless code. In his session at @DevOpsSummit at 21st Cloud Expo, Dave Martin, Product owner at CA Technologies, will give a live demonstration and code walkthrough, showing how ...
Docker containers have brought great opportunities to shorten the deployment process through continuous integration and the delivery of applications and microservices. This applies equally to enterprise data centers as well as the cloud. In his session at 20th Cloud Expo, Jari Kolehmainen, founder and CTO of Kontena, discussed solutions and benefits of a deeply integrated deployment pipeline using technologies such as container management platforms, Docker containers, and the drone.io Cl tool. H...
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
21st International Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Me...
Any startup has to have a clear go –to-market strategy from the beginning. Similarly, any data science project has to have a go to production strategy from its first days, so it could go beyond proof-of-concept. Machine learning and artificial intelligence in production would result in hundreds of training pipelines and machine learning models that are continuously revised by teams of data scientists and seamlessly connected with web applications for tenants and users.
In his session at 20th Cloud Expo, Scott Davis, CTO of Embotics, discussed how automation can provide the dynamic management required to cost-effectively deliver microservices and container solutions at scale. He also discussed how flexible automation is the key to effectively bridging and seamlessly coordinating both IT and developer needs for component orchestration across disparate clouds – an increasingly important requirement at today’s multi-cloud enterprise.
Historically, some banking activities such as trading have been relying heavily on analytics and cutting edge algorithmic tools. The coming of age of powerful data analytics solutions combined with the development of intelligent algorithms have created new opportunities for financial institutions. In his session at 20th Cloud Expo, Sebastien Meunier, Head of Digital for North America at Chappuis Halder & Co., discussed how these tools can be leveraged to develop a lasting competitive advantage ...
IT organizations are moving to the cloud in hopes to approve efficiency, increase agility and save money. Migrating workloads might seem like a simple task, but what many businesses don’t realize is that application migration criteria differs across organizations, making it difficult for architects to arrive at an accurate TCO number. In his session at 21st Cloud Expo, Joe Kinsella, CTO of CloudHealth Technologies, will offer a systematic approach to understanding the TCO of a cloud application...
With Cloud Foundry you can easily deploy and use apps utilizing websocket technology, but not everybody realizes that scaling them out is not that trivial. In his session at 21st Cloud Expo, Roman Swoszowski, CTO and VP, Cloud Foundry Services, at Grape Up, will show you an example of how to deal with this issue. He will demonstrate a cloud-native Spring Boot app running in Cloud Foundry and communicating with clients over websocket protocol that can be easily scaled horizontally and coordinate...