Gallagher’s acquisition of AssuredPartners pushed back amid regulatory review

Arthur J. Gallagher (AJG) has received a request for additional information as part of the Hart-Scott-Rodino (HSR) filing for its proposed acquisition of AssuredPartners, extending the transaction’s closing date to the second half of 2025.

For those unfamiliar, AJG entered into a definitive agreement in December last year to acquire the U.S. insurance broker from GTCR for a total consideration of $13.45 billion.

This transaction is reportedly the largest sale of a U.S. insurance broker to a strategic acquirer in industry history and was initially expected to close in the first quarter of 2025.

However, with this second request for information, AJG stated that it is “actively responding” and now expects the transaction to close in the second half of 2025.

The firm noted that this is a common feature of the regulatory review for transactions of this type, adding, “It extends the waiting period imposed by the HSR Act until 30 days after AJG 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.”

Among those commenting on the news, analysts at KBW stated, “We were frankly surprised by the news, as we expected limited regulatory pushback against M&A under the Trump administration, especially given other (bigger) brokers’ recent domestic significant acquisitions, including AON’s buy of NFP and MMC’s acquisition of McGriff.

“It’s certainly possible that the DOJ will identify individual market segments in which the pro forma AJG/AssuredPartners combination will have a dominant share; according to AJG, the DOJ is requesting a lot of detailed information.

“Still, while we hesitate to predict regulatory decisions, we believe that the domestic middle-market insurance brokerage marketplace remains very fragmented, likely comprising at least hundreds of relevant competitors.

“From that perspective, we think that AJG should ultimately gain approval for buying most, if not all, of AssuredPartners.”

Meanwhile, analysts at BMO Capital Markets said, “We see AJG’s announcement of a longer regulatory review period related to its acquisition of AssuredPartners as surprising given our view of their respective SME market shares.

“Delays in closing the deal arguably increase the risk of AssuredPartners employee attrition, and failure to close the deal would be a risk to our above-consensus AJG revenue estimates.

“Given our prior work on insurance broker market shares in the SME sandboxes pointed to AJG holding <10% share, we were surprised to see AJG announce the pushing out of the timeline of AssuredPartners deal closure to 2H25 due to additional requests for information as part of its HSR filing.

“We have long estimated materially higher AJG revenue growth than consensus due to AJG’s rollup engine; to the extent the deal does not end up going through, we would need to re-think our above-consensus revenue estimates. We believe it increases the risk of employee attrition, which we already viewed as a risk given AssuredPartners’ decentralised structure/history.”

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