The company said it signed a Stock Purchase Agreement on December 7, 2024 with The AssuredPartners Group LP and others to acquire all issued shares of Dolphin Topco, Inc. for $13.45 billion in cash at closing.

1. 01

   The company said it signed a Stock Purchase Agreement on December 7, 2024 with The AssuredPartners Group LP and others to acquire all issued shares of Dolphin Topco, Inc. for $13.45 billion in cash at closing.

2. 02

   The company said closing depends on regulatory approvals in the U.S., the U.K. and Ireland. It said either party may terminate if closing has not occurred by March 9, 2026, which can be extended to July 7, 2026 in certain circumstances. The company's obligations are not conditioned on financing.

3. 03

   The company said it entered into a bridge term loan commitment letter on December 7, 2024 with Bank of America, N.A., BofA Securities, Inc. and Morgan Stanley Senior Funding, Inc. for a 364-day $13.45 billion senior unsecured bridge term loan facility. Availability could be reduced by bond or equity issuances before closing.

4. 04

   The company said AssuredPartners' trailing 12 months pro forma revenues ended September 30, 2024 were about $2.9 billion, and its EBITDAC was about $938 million. It said total consideration of $13.45 billion equals a pro forma EBITDAC multiple of 14.3x.

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Original filing

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