Annual report pursuant to Section 13 and 15(d)

Merger and Acquisition Activity

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Merger and Acquisition Activity
12 Months Ended
Dec. 31, 2021
Business Combination And Asset Acquisition [Abstract]  
Merger and Acquisition Activity
4.
Merger and Acquisition Activity

The Company accounts for acquisitions as either business combinations or asset acquisitions depending on the facts and circumstances of each acquisition. Transaction costs arising from a business combination are recognized within General and administrative expense in the Consolidated Statements of Income.

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. For business combinations, the Company recognizes contingent consideration at fair value as of the acquisition date. The fair value of contingent consideration is based on the present value of the expected future payments under the respective purchase agreements. In determining fair value, the Company estimates cash payments based on management’s estimate of the performance of each acquired business relative to the formula specified by each purchase agreement. Further information regarding fair value measurements is detailed in Note 19, Fair Value Measurements. For asset acquisitions, the Company recognizes contingent consideration when the underlying contingency is resolved and the consideration is paid or payable.

2021 Acquisitions

On March 31, 2021, the Company acquired the remaining outstanding 53% of the common units in Ryan Re, making Ryan Re a wholly owned subsidiary. Refer to Note 21, Related Parties.

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.

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.

Pro forma financial information, as well as further details regarding the purchase price allocation related to the Crouse and Keystone acquisitions, has not been presented since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisitions Related to the Organizational Transactions

As part of the Organizational Transactions on July 21, 2021, the Company acquired the Preferred Blocker Entity, 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. RSG LLC converted the acquired preferred interest into 14,617,675 LLC Common Units that were then issued to the Company.

As part of the Organizational Transactions on July 21, 2021, the Company acquired the Common Blocker Entity, the entity through which Onex held its pre-IPO common interest in Class B common units of RSG LLC 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.

The acquisitions of the Preferred Blocker Entity and Common Blocker Entity were accounted for as asset acquisitions.

2020 Acquisitions

On September 1, 2020, the Company acquired ARL. ARL was an independently owned wholesale insurance brokerage, binding, and underwriting operation located in Delray Beach, Florida. Total consideration of $1,223.3 million transferred in exchange for control of ARL consisted of cash paid of $814.9 million, net of acquired cash of $40.8 million, liabilities incurred by Ryan Specialty in respect of various Long Term Incentive Plans (“LTIP”) and employee benefits that were established by the former owner of ARL of $257.6 million and $8.0 million respectively, as well as $102.0 million of common equity in Ryan Specialty issued to the former owner of ARL.

During 2020, we also completed the asset acquisitions of Socius Insurance Services, Inc. for total consideration of $1.3 million and JEM Underwriting Managers, LLC ("JEM") for total consideration of $4.0 million, net of cash acquired. We have included the financial results from these acquisitions in our Consolidated Financial Statements from their respective dates of acquisition.

2019 Acquisitions

During 2019, the Company made six acquisitions that were accounted for as business combinations for total consideration of $151.6 million. Pro forma financial information, as well as further details regarding the purchase price allocation related to these acquisitions, has not been presented since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

As of December 31, 2021, the Company has not recognized any impairments of acquired goodwill and other intangible assets related to these acquisitions.

Contingent Consideration

The Company recognizes losses or income 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 on the Consolidated Statements of Income. The table below summarizes the changes recognized in the Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Change in contingent consideration

 

$

2,891

 

 

$

(1,301

)

 

$

(1,595

)

Interest expense

 

 

748

 

 

 

1,197

 

 

 

1,009

 

Total

 

$

3,639

 

 

$

(104

)

 

$

(586

)

 

The current portion of the fair value of contingent consideration was $14.4 million and $5.5 million as of December 31, 2021 and 2020, 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 $27.6 million and $16.6 million as of December 31, 2021 and 2020, 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 $129.2 million and $102.4 million as of December 31, 2021 and 2020, respectively.