Item 1.01 Entry into a Material Definitive Agreement
On July 27, 2020, Brown & Brown, Inc., a Florida corporation (the "Company"),
Hays Companies, Inc., a Florida corporation f/k/a BBHG, Inc. and wholly owned
subsidiary of the Company ("Buyer"), The Hays Group, Inc., a Minnesota
corporation ("THG"), The Hays Group Of Wisconsin LLC, a Minnesota limited
liability company ("THGW"), The Hays Benefits Group, LLC, a Minnesota limited
liability company ("THBG"), PlanIT, LLC, a Minnesota limited liability company
("PlanIT"), The Hays Benefits Group of Wisconsin, LLC, a Minnesota limited
liability company ("THBGW"), and The Hays Group of Illinois, LLC, a Minnesota
limited liability company ("THGI"); and Claims Management of Missouri, LLC, a
Missouri limited liability company (dba MMMA Claims Management) ("MMMA," and
together with THG, THGW, THBG, PlanIT, THBGW and THGI, each a "Seller" and
collectively, the "Sellers"), and THG, as the Sellers' Representative (the
"Sellers' Representative"), entered into an amendment (the "Amendment") to the
asset purchase agreement dated October 22, 2018 (the "Purchase Agreement"),
pursuant to which Buyer purchased certain assets and assumed certain liabilities
of the Sellers (the "Acquisition").
The Purchase Agreement provided that the Sellers may receive additional
consideration from Buyer, if earned, in the form of earn-out payments (the
"Earn-Out Payments") in the aggregate amount of up to $25 million in cash over
three years, subject to certain conditions and the successful achievement of
average annual EBITDA compound annual growth rate targets for the acquired
business during 2019, 2020 and 2021 (the "Earn-Out Period"), and included
certain operational covenants of Buyer with respect to the operations of the
acquired business during the Earn-Out Period.
Pursuant to the Amendment, the parties to the Purchase Agreement agreed that (a)
based on the financial performance of the acquired business from the period from
January 1, 2019, through June 30, 2020, Buyer has determined that the acquired
business has achieved sufficient average annual EBITDA that the calculated
Earn-Out Payments will exceed the maximum Earn-Out Payments amount of
$25,000,000, (b) the Sellers will be deemed to have achieved the maximum
Earn-Out Payments of $25,000,000 as of the date of the Amendment, (c) the
operational covenants of Buyer with respect to the operation of the acquired
business during the remainder of the Earn-Out Period are terminated, and (d) the
Earn-Out Payments of $25,000,000 will be paid in accordance with the Purchase
Agreement in the first quarter of calendar year 2022.
The other terms of the Purchase Agreement not expressly amended by the Amendment
are unchanged and continue in full force and effect.
The foregoing description of the terms and conditions of the Amendment do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Amendment. A copy of the Amendment is expected to be filed as
an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending on
September 30, 2020.
James C. Hays, a member of the Company's Board of Directors and Vice Chairman of
the Company, is also a co-founder and stockholder of the Sellers. In connection
with the Amendment, Mr. Hays has the right to receive cash consideration in the
amount of approximately $5,200,000 upon payment of the Earn-Out Payments.
In compliance with the Company's Related Party Transactions Policy, the terms of
the Amendment were reviewed and approved by the Nominating/Corporate Governance
Committee of the Board of Directors.
This Form 8-K contains Forward Looking Statements, including those regarding the
Amendment. These statements are not historical facts, but instead represent only
the Company's current belief regarding future events, many of which, by their
nature, are inherently uncertain and outside of the Company's control. It is
possible that actual events may differ, possibly materially, from the
anticipated events indicated in these forward-looking statements.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses