Subsequent Event (Notes)

3 Months Ended

Sep. 30, 2018

Subsequent Event [Line Items]

Subsequent Events [Text Block]

NOTE 18· Subsequent Event

On October 22, 2018, the Company entered into an asset purchase agreement (the "Agreement") with The Hays Group, Inc., a Minnesota corporation (“THG”); The Hays Group Of Wisconsin LLC, a Minnesota limited liability company (“THGW”); The Hays Benefits Group, LLC, a Minnesota limited liability company; PlanIT, LLC, a Minnesota limited liability company (“PlanIT”); The Hays Benefits Group of Wisconsin, LLC, a Minnesota limited liability company (“THBGW”), and The Hays Group of Illinois, LLC, a Minnesota limited liability company (“THGI”); and Claims Management of Missouri, LLC, a Missouri limited liability company (dba MMMA Claims Management) (“MMMA,” and together with THG, THGW, THBG and PlanIT, each a “Seller” and collectively, the “Sellers”), and THG, as the Sellers’ Representative (the “Sellers’ Representative”).

The Agreement contemplates that the Company will purchase certain assets and assume certain liabilities, of the Sellers.  The Company will pay a purchase price of $705.0 million, consisting of $605.0 million in cash and number of shares of common stock, par value $0.10, of the Company equal to $100.0 million (as valued at the average closing price on the New York Stock Exchange over the 30-day period prior to the closing of the Acquisition). In addition, the Company may pay additional consideration to the Sellers in the form of earn-out payments in the aggregate amount of up to $25.0 million in cash over three years, which is subject to certain conditions and the successful achievement of average annual EBITDA compound annual growth rate targets for the acquired business during 2019, 2020 and 2021. The Hays Group, Inc. was founded in 1994 providing employee benefits, property & casualty, and personal lines insurance and has grown to be the 22nd largest U.S. broker as measured by Business Insurance magazine. With headquarters in Minneapolis, The Hays Group, Inc. operates across twenty-one states, increasing our presence in the mid-west. This transaction will initially be funded through utilization of the revolving line of credit within our credit facility, details of which can be found in Note 8 to these financial statements.