XML 38 R28.htm IDEA: XBRL DOCUMENT

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2023

Business Combinations [Abstract]

Acquisition Method for Recording Business Combinations

During the nine-month period ended September 30, 2023, we acquired substantially all of the ownership interest or net assets, as applicable, of the following firms in exchange for our common stock and/or cash. These acquisitions have been accounted for using the acquisition method for recording business combinations (in millions, except share data):


																										Total				Maximum
		Common				Common																Recorded				Recorded				Potential
Name and Effective		Shares				Share								Accrued				Escrow				Earnout				Purchase				Earnout
Date of Acquisition		Issued				Value				Cash Paid				Liability				Deposited				Payable				Price				Payable
		(000s)
First Ireland Risk Management Ltd. January 1, 2023 (FIR)			—			$	—			$	86.4			$	—			$	5.3			$	5.9			$	97.6			$	6.6
BCHR Holdings, L.P. dba Buck April 1, 2023 (BCHR)			—				—				600.8				0.5				19.5				—				620.8				—
Boley-Featherston-Huffman & Deal Co. April 1, 2023 (BFH)			243				45.2				8.8				—				6.0				7.9				67.9				15.0
Tay River Holdings Limited April 1, 2023 (TRH)			—				—				40.3				4.3				2.4				32.4				79.4				88.7
Insurance by Ken Brown May 1, 2023 (IKB)			273				53.9				1.8				—				2.9				11.0				69.6				17.5
RHP General Agency May 1, 2023 (RHP)			335				65.7				1.3				—				5.0				3.3				75.3				11.0
Thirty-one other acquisitions completed in 2023			116				19.5				496.8				8.7				25.9				96.3				647.2				160.0
			967			$	184.3			$	1,236.2			$	13.5			$	67.0			$	156.8			$	1,657.8			$	298.8

On October 24, 2023, we signed a definitive agreement to acquire all the issued and outstanding shares of capital stock of Cadence Insurance, Inc. (Cadence Insurance), a wholly-owned subsidiary of Cadence Bank, for consideration of approximately $749 million, which is net of a discounted tax benefit associated with the transaction of approximately $155 million. The transaction is subject to regulatory approval, standard closing conditions and is expected to close during the fourth quarter of 2023. Cadence Insurance offers a full suite of commercial property/casualty, employee benefits and personal lines products to clients from 34 offices spanning 9 states across the Southeast, including Texas.

On September 19, 2023, we signed a definitive agreement to acquire the assets of Eastern Insurance Group, LLC (Eastern Insurance), a subsidiary of Eastern Bank, a wholly-owned subsidiary of Eastern Bankshares, Inc. for consideration of approximately $510 million net of agreed seller funded expenses. The transaction is subject to regulatory approval, key employee retention closing conditions and is expected to close during the fourth quarter of 2023. Eastern Insurance offers comprehensive commercial property/casualty and personal lines products as well as employee benefits consulting to clients throughout the Northeastern U.S.

On April 3, 2023, we acquired the partnership interests of BCHR holdings, L.P. and its subsidiaries dba Buck (which we refer to as Buck). We funded the transaction using free cash flow and funds received from an unsecured senior notes offering. Buck was a leading provider of retirement, human resources and employee benefits consulting and administration services operating for more than 100 years with a diverse client base by both size and industry. Immediately prior to closing, Buck had over 2,300 employees, including more than 220 credentialed actuaries, primarily serving customers throughout the U.S., Canada and the U.K.

Summary of Estimated Fair Values of Net Assets Acquired

The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in the nine-month period ended September 30, 2023 (in millions):


																										Thirty-one Other
		FIR				BCHR				BFH				TRH				IKB				RHP				Acquisitions				Total
Cash and cash equivalents		$	13.0			$	25.8			$	0.6			$	5.3			$	2.0			$	—			$	19.0			$	65.7
Fiduciary assets			13.8				—				3.7				—				0.5				3.0				40.7				61.7
Other current assets			1.5				60.9				1.4				8.3				2.6				1.5				15.2				91.4
Fixed assets			0.8				36.8				—				—				0.1				—				0.7				38.4
Noncurrent assets			8.6				53.2				0.2				0.3				0.5				0.3				12.0				75.1
Goodwill			58.8				395.8				38.5				50.0				43.8				49.6				321.4				957.9
Expiration lists			27.5				202.4				37.4				22.0				30.4				34.0				314.2				667.9
Non-compete agreements			4.3				—				0.4				2.2				0.2				0.2				8.3				15.6
Trade names			—				2.6				—				—				—				—				1.6				4.2
Total assets acquired			128.3				777.5				82.2				88.1				80.1				88.6				733.1				1,977.9
Fiduciary liabilities			13.8				—				3.7				—				0.5				3.0				40.7				61.7
Current liabilities			3.9				53.0				0.6				2.6				1.7				1.2				12.6				75.6
Noncurrent liabilities			13.0				103.7				10.0				6.1				8.3				9.1				32.6				182.8
Total liabilities assumed			30.7				156.7				14.3				8.7				10.5				13.3				85.9				320.1
Total net assets acquired		$	97.6			$	620.8			$	67.9			$	79.4			$	69.6			$	75.3			$	647.2			$	1,657.8

Summary of Unaudited Pro Forma Historical Results

The following is a summary of the unaudited pro forma historical results, as if these entities had been acquired at January 1, 2022 (in millions, except per share data):


	Three-month period ended								Nine-month period ended
	September 30,								September 30,
	2023				2022				2023				2022
Total revenues	$	2,500.4			$	2,159.0			$	7,781.9			$	6,877.5
Net earnings attributable to controlling interests		280.1				255.2				1,005.7				982.7
Basic net earnings per share		1.30				1.21				4.68				4.66
Diluted net earnings per share		1.27				1.18				4.59				4.57