ROLLING
MEADOWS, Ill., Oct. 24,
2023 /PRNewswire/ -- Arthur J. Gallagher &
Co. today announced it has signed a definitive agreement to acquire
Baton Rouge,
Louisiana-headquartered Cadence Insurance, Inc. (Cadence
Insurance), a wholly-owned subsidiary of Cadence Bank (NYSE:CADE). The transaction is
subject to regulatory approval and is expected to close during the
fourth quarter of 2023.
Cadence Insurance offers a full suite of commercial
property/casualty, employee benefits and personal lines products to
clients from 34 offices spanning 9 different states across the
Southeast, including Texas. The
Cadence Insurance team led by Markham
McKnight and Chris Boone will
operate under the direction of Bumpy Triche, head of Gallagher's
Mid-South retail property/casualty brokerage operations and
Robby White, head of Gallagher's
South-Central region employee benefits consulting and brokerage
operations.
"Cadence Insurance is a fast-growing agency with strong niche
capabilities across Construction, Real Estate, Manufacturing,
Healthcare and Professional Services. With a similar culture, a
high-performing team and a significant Southeastern presence there
are immense long-term growth opportunities as part of Gallagher,"
said J. Patrick Gallagher, Jr.,
Chairman, President and CEO. "I look forward to welcoming Markham,
Chris and the nearly 800 Cadence Insurance colleagues to our
growing Gallagher family of professionals."
The acquisition is expected to expand Gallagher's
property/casualty and employee benefits presence across several
states in the Southeast and Texas
and broaden our capabilities across multiple niche practice groups,
including Construction, Real Estate, Manufacturing, Healthcare,
Professional Services and high-net-worth personal lines.
As part of the transaction, Gallagher will become the preferred
insurance broking partner of Cadence
Bank.
Financial Terms
Cadence Insurance pro forma
revenues and EBITDAC (including minimal expected
expense synergies) for the trailing 12 months ended September 30, 2023 were approximately
$170 million and $62 million, respectively. Under the agreement,
Gallagher will acquire the stock of Cadence Insurance for
$749 million, which is net of
Gallagher's discounted tax benefit associated with the transaction
of approximately $155 million.
Integration costs and expected non-cash management retention costs
are expected to total $70 million
over the next 3 years.
About Arthur J. Gallagher
& Co.
Arthur J. Gallagher
& Co. (NYSE:AJG), a global insurance brokerage, risk management
and consulting services firm, is headquartered in Rolling Meadows, Illinois. Gallagher provides
these services in approximately 130 countries around the world
through its owned operations and a network of correspondent brokers
and consultants.
Investors:
|
Media:
|
Ray Iardella
|
Paul Day
|
VP - Investor
Relations
|
Communications
Manager
|
630-285-3661/
ray_iardella@ajg.com
|
630-285-5946/ paul_day1@ajg.com
|
Information Concerning Forward-Looking
Statements
This press release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. When used in this
press release, the words "anticipates," "believes," "contemplates,"
"see," "should," "could," "will," "estimates," "expects,"
"intends," "plans" and variations thereof and similar expressions,
are intended to identify forward-looking statements. Examples of
forward-looking statements regarding the acquisition described in
this press release include, but are not limited to, statements
regarding expected benefits of the proposed transaction, the
expected consideration to be paid in the proposed transaction, the
expected revenue and EBITDAC impacts of the proposed
transaction, the size and status of the combined organization,
required regulatory approvals and the expected timing of the
completion of the proposed transaction.
Gallagher's actual results may differ materially from those
contemplated by the forward-looking statements. Readers are
therefore cautioned against relying on any of the forward-looking
statements, which are neither statements of historical fact nor
guarantees or assurances of future performance.
Important factors that could cause actual results to differ
materially from those in the forward-looking statements include
those related to the ability of each party to consummate the
proposed transaction including the possibility that the proposed
transaction is not completed when expected or at all because
required regulatory approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all; the
possibility that the anticipated benefits of the proposed
transaction are not realized when expected or at all, including as
a result of the impact of, or issues arising from, the integration
of the acquired operations or changes to the financial information
presented herein; changes in worldwide and national economic
conditions, including the onset of a recession or economic
downturn; political unrest in the U.S. or other countries around
the world; a potential U.S. government shutdown; heightened
competition for talent and increased compensation costs;
cybersecurity and data privacy related risks; changes in premium
rates and in insurance markets generally; changes in the insurance
brokerage industry's competitive landscape; and additional factors
discussed in Item 1A, "Risk Factors," of our Annual Report on Form
10-K for the fiscal year ended December 31, 2022 and our
subsequent Quarterly Reports on Form 10-Q filed with the Securities
and Exchange Commission.
Any forward-looking statement made by Gallagher in this press
release speaks only as of the date on which it is made. Except as
required by applicable law, Gallagher does not undertake to update
the information included herein.
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SOURCE Arthur J. Gallagher &
Co.