Annual report pursuant to Section 13 and 15(d)

Merger and Acquisition Activity

v3.22.4
Merger and Acquisition Activity
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Merger and Acquisition Activity
4.
Mergers and Acquisitions

2022 Acquisition

On November 1, 2022, the Company acquired certain assets of Centurion Liability Insurance Services, LLC (“Centurion”) for $7.7 million of total consideration. The transaction was accounted for as an asset acquisition and resulted in an increase to the customer relationships intangible asset balance on the Consolidated Balance Sheets.

2021 Acquisitions

On March 31, 2021, the Company acquired the remaining outstanding common units of Ryan Re, making Ryan Re a wholly owned subsidiary.

On December 1, 2021, the Company acquired Crouse and Associates Insurance Brokers, Inc. ("Crouse") for $110.6 million of total consideration. Crouse specializes in transportation, as well as excess and general liability and property and casualty risks, and is headquartered in San Francisco, California. During the year ended December 31,

2022, the Company made measurement period adjustments related to this acquisition, including an increase of an assumed liability of $1.3 million and an increase in consideration of $3.7 million related to the working capital provisions of the purchase agreement. Collectively, these adjustments resulted in a $5.0 million increase to goodwill for the year ended December 31, 2022.

On December 31, 2021, the Company acquired certain assets of Keystone Risk Partners, LLC ("Keystone") for $59.8 million of total consideration. Keystone offers a suite of alternative risk insurance solutions, including customized captive insurance and other risk management services, and is headquartered in Media, Pennsylvania. During the year ended December 31, 2022, the Company made a measurement period adjustment related to the Keystone acquisition. This adjustment related to a decrease in cash acquired resulting in a $2.0 million increase to goodwill for the year ended December 31, 2022.

Acquisitions Related to the Organizational Transactions

 

On July 21, 2021, the Company acquired the entity through which Onex held its preferred interest of 260,000,000 Redeemable Preferred Units and an $83.5 million asset equal to the unpaid preferred return and value of the make-whole provision, for cash consideration of $343.2 million net of cash acquired. The LLC converted the acquired preferred interest into 14,617,675 LLC Common Units that were then issued to the Company.

 

On July 21, 2021, the Company acquired the entity through which Onex held its pre-IPO common interest in Class B common units of the LLC (the “Common Blocker Entity”) in exchange for 20,680,420 shares of Class A common stock and a right to participate in the TRA through the issuance and subsequent repurchase and retirement of 640,784 shares of Class X common stock, each in a non-cash transaction.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration, which is generally based on the EBITDA of the acquired business following a defined period after purchase. The Company recognizes income or losses for changes in fair value of estimated contingent consideration within Change in contingent consideration on the Consolidated Statements of Income. The Company recognizes interest expense for accretion of the discount on these liabilities within Interest expense, net on the Consolidated Statements of Income. The table below summarizes the changes recognized in the Consolidated Statements of Income:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Change in contingent consideration

 

$

442

 

 

$

2,891

 

 

$

(1,301

)

Interest expense

 

 

1,991

 

 

 

748

 

 

 

1,197

 

Total

 

$

2,433

 

 

$

3,639

 

 

$

(104

)

 

The current portion of the fair value of contingent consideration was $7.5 million and $14.4 million as of December 31, 2022 and 2021, respectively, and was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. The non-current portion of the fair value of the contingent consideration was $21.8 million and $27.6 million as of December 31, 2022 and 2021, respectively, and was recorded in Other non-current liabilities on the Consolidated Balance Sheets. The aggregate amount of maximum contingent consideration obligation related to acquisitions was $47.9 million as of December 31, 2022.