Transaction Overview - Brown & Brown will acquire RSC for $9825 billion, funded by cash, new debt, and equity, with approximately 86% cash and 14% stock issued to RSC's ownership[28] - The acquisition is estimated to be mid-teens accretive to Brown & Brown's 2024 Diluted Net Income Per Share - Adjusted, based on targeted synergies and excluding one-time costs[23, 28] - Targeted run-rate synergies of $150 million are expected by the end of 2028, with one-time integration costs of $200 million to $250 million expected over the next three years[28] RSC (Accession) Financial Highlights - RSC's 2024 pro forma adjusted revenues are $17 billion and pro forma adjusted EBITDA is $600 million, with an EBITDA margin of approximately 35%[22, 25] - Accession has completed over 190 acquisitions since inception and has approximately 5,500 teammates across 200+ locations[23, 25] - Risk Strategies contributes approximately 70% and One80 Intermediaries contributes approximately 30% to RSC's FY 2024 revenue[25] Brown & Brown Financial Position - Brown & Brown generated $12 billion of cash flow from operations in 2024, a 16% increase over 2023[33] - The company targets a net debt outstanding to EBITDAC ratio of 0 - 25x and a total debt outstanding to EBITDAC ratio of 0 - 30x[34] - Brown & Brown's total revenues in 2024 were $4805 billion, with an EBITDAC Margin - Adjusted of 35%[30, 47]
Brown & Brown (BRO) Earnings Call Presentation