Arthur J. Gallagher & Co. announced an agreement to acquire the partnership interests of BCHR Holdings, L.P., dba Buck. The transaction is expected to close during the first half of 2023, subject to customary regulatory approvals.
Buck is a leading provider of retirement, HR and employee benefits consulting and administration services. The organization has a long history, dating back more than 100 years, with a diverse client base by both size and industry. With over 2,300 employees, including more than 220 credentialed actuaries, Buck primarily serves customers throughout the US, Canada and the UK.
“Providing a comprehensive suite of products and services that allows employers to attract, engage and retain talent is at the heart of Gallagher Benefit Services’ mission and our global Gallagher Better Works value proposition,” said J. Patrick Gallagher, Jr., Chairman, President and CEO. “Through the complementary strengths of Buck’s defined benefit offerings, investment consulting, digital employee engagement platform and international footprint, the acquisition will broaden, deepen and enhance our client offerings. I look forward to welcoming the 2,300 new colleagues joining us as part of this transaction to our growing Gallagher family of professionals.”
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Benefits of the acquisition are expected to include:
- Expanding Gallagher’s value proposition within retirement, benefits & HR consulting, administration, and technology
- Enhancing and deepening Gallagher’s broad suite of professional services including: defined benefits consulting, plan administration, defined contribution and executive benefit consulting, investment consulting, benefits strategy, compliance, employee engagement consulting and total rewards optimization
- Adding “bSuite,” a leading, proprietary software platform for benefits administration and employee engagement
- Potential cross-selling opportunities across current benefits and property & casualty clients
- Combining similar sales cultures, both focused on outstanding client service, employee engagement and innovation
- Deepening the employee benefits management team.
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Financial Terms
Under the agreement, Gallagher will acquire the partnership interests of BCHR Holdings, L.P. and its subsidiaries, for a gross consideration of $660 million or approximately $585 million net of agreed seller funded expenses and net working capital. Gallagher expects to fund the transaction via free cash flow and short-term borrowings. The transaction is estimated to be approximately 2% accretive to adjusted diluted earnings per share over the trailing twelve month period ended September 30, 2022, assuming expense synergies discussed below.
Prior to expected expense synergies of approximately $20 million, Buck’s pro forma adjusted trailing twelve month revenues and EBITDAC ending September 30, 2022 were approximately $280 million and $34 million, respectively. Including synergies, the purchase multiple is approximately 10.8x of trailing twelve month September 30, 2022 pro forma adjusted EBITDAC, or 13.1x including expected integration expense of approximately $125 million.
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