Arthur J. Gallagher & Co. reported that it has received a second request for information from federal officials relating to its proposed $13.45 billion acquisition of AssuredPartners, Inc.
Gallagher said it is actively responding to the request and expects that the transaction will now close in the second half of 2025 rather than in the first quarter as originally hoped.
The Federal Trade Commission (FTC) often requests additional information in large transactions as part of the Hart-Scott-Rodino review process for potential anticompetitiveness. The move extends the waiting period until 30 days after Gallagher has substantially complied with the request, though that period may be extended voluntarily by the parties or shortened by the antitrust agency.
Illinois-based Arthur J. Gallagher & Co. (NYSE:AJG) announced in December it had agreed to acquire AssuredPartners for $13.45 billion cash to expand its reach in the U.S. middle-market property/casualty and employee benefits space.
Orlando, Florida-based AssuredPartners’ serves commercial organizations, public entities and individuals through 10,900 employees in 400 offices in the U.S., the U.K. and Ireland. Adjusted revenue over the last year as of Sept. 30 was about $2.9 billion.
AssuredPartners ranked No. 5 in Insurance Journal’s 2024 Top 100 Independent P/C Agencies list based on P/C revenue. AM Best’s ranking of the world’s biggest insurance brokers put AssuredPartners in 14th based on 2023 total revenue. Arthur J. Gallagher ranked third on the list, behind March McLennan and Aon.
AssuredPartners’ private-equity ownership GTCR and Apax Partners were reportedly looking for partners for a full or partial sale of the brokerage for several months. Chicago’s GTCR said the deal would be the “largest sale of a U.S. insurance broker to a strategic acquiror in the history of the industry.”
AssuredPartners had been an active M&A participant over the last several years – most recently with 17 transactions year-to-date as of Sept. 30, according to investment banking and financial consulting firm OPTIS Partners. The broker’s buying pace had slowed a bit in 2022 and 2023 following 32 transactions in 2021.
Gallagher said the deal’s net consideration is about $12.45 billion after a deferred tax asset. It expects to finance the purchase with long-term debt, short-term borrowings, cash, and equity.
Gallagher has offices in approximately 130 countries around the world through its owned operations and a network of brokers and consultants.
Last week, Gallagher announced it had also agreed to another acquisition: California-based Woodruff Sawyer for $1.2 billion. This deal is also expected to close in the second quarter of 2025,. Woodruff Sawyer is another middle-market firm, although it also has larger clients. The brokerage offers commercial property/casualty products, employee benefits, and risk management services from 14 U.S. offices and one U.K. office.
There have been other major middle-market agency acquisitions within the past year. Last April, Aon closed on its $13 billion acquisition of middle-market broker NFP. Last November, Marsh McLennan completed the purchase of McGriff Insurance Services for $7.75 billion.
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