By David Bull

March 7 - (The Insurer) - Arthur J Gallagher said it has received a request for additional information as part of a regulatory antitrust review into its proposed acquisition of AssuredPartners as it pushed back the expected close of the transaction from Q1 to the second half of 2025.

In a statement Friday, the Rolling Meadows, Illinois-based intermediary said the request came as part of the Hart-Scott-Rodino (HSR) filing related to the deal.

“A second request for information is a common feature of the regulatory review for transactions of this type.

“It extends the waiting period imposed by the HSR Act until 30 days after Gallagher has substantially complied with the request, though it is possible for that period to be extended voluntarily by the parties or shortened by the antitrust agency,” said the firm.

It added that it is actively responding to the request and expects the transaction will close in the second half of 2025.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 is a U.S. law that requires companies to report certain acquisitions to the Federal Trade Commission and Department of Justice before they happen.

Companies are required to file a premerger notification form, also known as an HSR form, which is then reviewed by the FTC and DOJ.

According to the FTC website, the parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period.

An introductory guide to the premerger notification program says: “The review of transactions under the program enables the FTC and the DOJ to determine which acquisitions are likely to be anticompetitive and to challenge them prior to consummation, when remedial action is most effective.

“Whether a particular acquisition is subject to these requirements depends upon the value of the acquisition and the size of the parties, as measured by their sales and assets.”

It adds that small acquisitions and those involving small parties or passive investors are excluded from the Act’s coverage.

Gallagher confirmed it had signed an agreement to acquire AssuredPartners from GTCR and funds advised by Apax Partners for gross consideration of $13.45 billion on December 9.

The gross consideration represented a pro forma Ebitdac multiple of 14.3x, or 11.3x after an estimated deferred tax asset of $1.0 billion and synergies.

At the time, Gallagher said the acquisition would further expand its retail middle-market P&C and employee benefits operations across the U.S., with AssuredPartners generating $2.9 billion of pro forma revenue for the trailing 12 months ended September 30, 2024.