Brown & Brown Inc. Announces Pricing of $4 Billion Offering – RVBusiness – Breaking RV Industry News
DAYTONA BEACH, Fla. –Brown & Brown, Inc. (NYSE: BRO) announced the pricing of its public offering of 39,215,686 shares of its common stock, par value $0.10 per share, at a price to the public of $102.00 per share, for an aggregate offering amount of $4 billion, according to a release. The offering is expected to close on June 12, 2025, subject to the satisfaction of customary closing conditions. In addition, the company has granted the underwriters a 30-day option to purchase up to an additional $400 million in shares of common stock at the public offering price, less underwriting discounts.
J.P. Morgan and BofA Securities are acting as lead book running managers of the offering. BMO Capital Markets and Truist Securities are acting as additional book running managers of the offering and Wells Fargo Securities, BTIG, PNC Capital Markets LLC, Fifth Third Securities, Morgan Stanley, Citizens Capital Markets, Barclays, Goldman Sachs & Co. LLC, Dowling & Partners and Raymond James are acting as co-managers of the offering.
The company expects that the net proceeds of the offering will be approximately $3.9 billion, after deducting underwriting discounts and expenses and assuming no exercise of the underwriters’ option to purchase additional shares. The company intends to use the net proceeds of the offering to fund a portion of the consideration payable pursuant to that certain agreement and plan of merger by and among RSC Topco, Inc., a Delaware corporation, the company, Encore Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the company, and Kelso RSC (Investor), L.P., a Delaware limited partnership, solely in its capacity as the equityholder representative, pursuant to which the company will acquire RSC, the holding company for Accession Risk Management Group, Inc. (the “Transaction”), and to pay fees and expenses associated with the foregoing. If the transaction is not consummated, the company intends to use the net proceeds of the offering for general corporate purposes.
The company has filed with the U.S. Securities and Exchange Commission (SEC) an automatic shelf registration statement (including a prospectus) on Form S-3 dated May 5, 2023 (File No. 333-271708) and a related preliminary prospectus supplement, dated June 10, 2025, to which this communication relates, and the company will also file a final prospectus supplement relating to the shares of common stock. Investors should read the preliminary prospectus supplement and base prospectus in the registration statement, including the information incorporated by reference therein, and the other documents the company has filed with the SEC for more complete information about the company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, a copy of the prospectus supplement relating to the offering may be obtained by contacting J.P. Morgan Securities LLC at J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at [email protected] and [email protected] or BofA Securities, Inc. at BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the common stock of the company, nor shall there be any sale of such securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus relating thereto.
About Brown & Brown, Inc.
Brown & Brown, Inc. (NYSE: BRO) is a leading insurance brokerage firm providing customer-centric risk management solutions since 1939. With a global presence spanning 500+ locations and a team of more than 17,000 professionals, we are dedicated to delivering scalable, innovative strategies for our customers at every step of their growth journey.
