Bond Browne & Browne 4.5% ( US115236AB74 ) in USD

Browne & Browne

100 % ▲

United States

US115236AB74 ( in USD )

4.5% per year ( payment 2 times a year)

15/03/2029

Prospectus brochure of the bond Brown & Brown US115236AB74 en USD 4.5%, maturity 15/03/2029

2 000 USD

350 000 000 USD

115236AB7

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/03/2026 ( In 36 days )

Brown & Brown is a global insurance brokerage firm offering a wide range of insurance and risk management services to individuals, businesses, and public entities.

The Bond issued by Browne & Browne ( United States ) , in USD, with the ISIN code US115236AB74, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/03/2029

The Bond issued by Browne & Browne ( United States ) , in USD, with the ISIN code US115236AB74, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Browne & Browne ( United States ) , in USD, with the ISIN code US115236AB74, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 brown3553211-424b2.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(2)
Filed Pursuant to Rule 424(b)(2)
Registration File No. 333-221494
CALCULATION OF REGISTRATION FEE
Proposed
Proposed

Amount
maximum maximum

Title of each class of
to be
offering price
aggregate
Amount of
securities to be registered
registered
per unit (1)
offering price
registration fee
4.500% Senior Notes due 2029
$ 350,000,000
99.840%
$ 349,440,000
$ 42,352.13
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Prospectus Supplement
March 4, 2019
(To Prospectus Dated November 9, 2017)
Brown & Brown, Inc.
$350,000,000 4.500% Senior Notes due 2029
------------------
We will pay interest on the 4.500% Senior Notes due 2029 (the "notes") semi-annually in arrears on March 15 and September 15 of each year,
beginning on September 15, 2019. Unless previously redeemed, the notes will mature on March 15, 2029. At our option, we may redeem the notes,
in whole or in part at any time and from time to time, before their maturity at the redemption prices described herein under "Description of the
Notes--Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all our other senior indebtedness from time to
time outstanding.
------------------
Investing in the notes involves risks. See "Risk Factors" beginning on page S-3 of this prospectus supplement
and page 3 of the accompanying prospectus.
------------------
Per Note Total
Public offering price(1)
99.840%
$349,440,000
Underwriting discount
0.650%
$2,275,000
Proceeds to the Company (before expenses)
99.190%
$347,165,000
____________________
(1) Plus accrued interest, if any, from March 11, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The underwriters expect to deliver the notes through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking, S.A., on or about March 11, 2019.
------------------
Joint Book Running Managers
J.P. Morgan
BofA Merrill Lynch
SunTrust Robinson Humphrey
BMO Capital Markets
RBC Capital Markets
US Bancorp
Wells Fargo Securities
Co-Managers
Capital One Securities
Fifth Third Securities
PNC Capital Markets LLC
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any related free writing prospectus filed by us with the Securities and Exchange Commission ("SEC"). We and the
underwriters have not authorized any other person to provide you with different or additional information. If anyone provides you with
different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus supplement,
the accompanying prospectus or any document incorporated by reference herein or therein is accurate as of any date other than the date
on the front of the applicable document. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted or in which the person making such offer or sale is not qualified to do so or to any
person to whom it is unlawful to make that offer or solicitation.
TABLE OF CONTENTS
_____________
Prospectus supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
iii
MARKET AND INDUSTRY INFORMATION
iv
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
iv
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
iv
SUMMARY
S-1
RISK FACTORS
S-3
USE OF PROCEEDS
S-6
CAPITALIZATION
S-7
SELECTED CONSOLIDATED FINANCIAL DATA
S-8
DESCRIPTION OF NOTES
S-9
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-20
UNDERWRITING (CONFLICTS OF INTEREST)
S-25
LEGAL MATTERS
S-30
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

EXPERTS
S-30
AVAILABLE INFORMATION
S-30

Prospectus

Page
ABOUT THIS PROSPECTUS
1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
1
BROWN & BROWN, INC.
3
RISK FACTORS
3
RECENT DEVELOPMENTS
4
ii
Page
USE OF PROCEEDS
4
RATIO OF EARNINGS TO FIXED CHARGES
5
DESCRIPTION OF DEBT SECURITIES
5
DESCRIPTION OF CAPITAL STOCK
8
DESCRIPTION OF WARRANTS
9
PLAN OF DISTRIBUTION
10
LEGAL MATTERS
10
EXPERTS
10
WHERE YOU CAN FIND MORE INFORMATION
10
INCORPORATION BY REFERENCE
11
_____________
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are
currently offering and certain other matters relating to us and our business and financial condition. The second part is the accompanying prospectus
dated November 9, 2017, which gives more general information about the securities that we may offer from time to time, some of which does not
apply to the notes that we are currently offering. You should read this prospectus supplement and the accompanying prospectus, together with the
documents incorporated by reference and the additional information described in this prospectus supplement under the heading "Incorporation of
Certain Documents by Reference."
If the description of the offering or any terms of the notes varies between this prospectus supplement and the accompanying prospectus, you
should rely on the information in this prospectus supplement.
Any statement in the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference in the accompanying
prospectus or this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that
a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed incorporated
by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any statement so modified or
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying
prospectus. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.
When used in this prospectus supplement and the accompanying prospectus, the terms "Brown & Brown," "we," "our," "us" and the
"Company" refer to Brown & Brown, Inc. and its subsidiaries, unless otherwise indicated or the context suggests otherwise.
iii
MARKET AND INDUSTRY INFORMATION
Market data and certain industry forecasts used throughout this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in the prospectus supplement and the accompanying prospectus were obtained from internal surveys, reports and studies,
where appropriate, as well as market research, publicly-available information and industry publications. Industry publications generally state that
the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is
not guaranteed. Similarly, internal surveys, estimates and market research, while believed to be reliable, have not been independently verified.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information incorporated by reference is considered to be a part of this prospectus supplement, and any later information that we file with
the Securities and Exchange Commission ("SEC") will automatically update and supersede this information. The documents and other information
incorporated by reference are:
? Annual Report on Form 10-K for the year ended December 31, 2018;

? The proxy statement related to the annual meeting of shareholders held on May 2, 2018, as filed with the SEC on March 19, 2018;

? Current Report on Form 8-K filed with the SEC on February 26, 2019; and

? All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this prospectus supplement and before the termination of this offering (other than any information
furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless we specifically state in such Current Report that
such information is to be considered "filed" under the Exchange Act, or we incorporate it by reference into a filing under the Securities Act
of 1933, as amended (the "Securities Act"), or the Exchange Act).
Notwithstanding the foregoing, we are not incorporating any document or information that we deemed within a Current Report on Form 8-K or
Form 8-K/A to have been furnished and not filed in accordance with SEC rules. You can obtain any of the documents incorporated by reference in
this prospectus supplement or the accompanying prospectus from the SEC through the SEC's website at http://www.sec.gov. Documents
incorporated by reference are also available from us without charge, excluding any exhibits to those documents. You can request those documents
by calling (386) 252-9601 or by making a written request to our General Counsel at:
Brown & Brown, Inc.
Attention: Robert W. Lloyd, Executive Vice President, Secretary and General Counsel
220 South Ridgewood Avenue
Daytona Beach, Florida 32114
Please note that information contained on our website, whether currently posted or posted in the future, is not a part of this prospectus
supplement, the accompanying prospectus or the documents incorporated by reference herein or therein.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
We make "forward-looking statements" within the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995, as
amended, throughout this prospectus supplement, the accompanying prospectus and in the documents we incorporate by reference into this
prospectus supplement and the accompanying prospectus. You can identify these statements by forward-looking words such as "may," "will,"
"should," "expect," "anticipate," "believe," "intend," "estimate," "plan" and "continue" or similar words. We have based these statements on our
current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in
this prospectus supplement and the accompanying prospectus and those reports, statements, information and announcements incorporated by
reference into this prospectus supplement and the accompanying prospectus are based on reasonable assumptions within the bounds of our
knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking
statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

made by us or on our behalf. Important factors which could cause our actual results to differ materially from the forward-looking statements in this
prospectus include the following items:
? future prospects;
iv
? premium rates set by insurance companies and insurable exposure units, which have traditionally varied and are difficult to predict;

? material adverse changes in economic conditions in the markets we serve and in the general economy;

? future regulatory actions and conditions in the states in which we conduct our business;

? the occurrence of adverse economic conditions, an adverse regulatory climate, or a disaster in Arizona, California, Florida, Georgia, Illinois,
Indiana, Kentucky, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Texas, Virginia,
Washington and Wisconsin, because a significant portion of business written by us is for customers located in these states;

? our ability to attract, retain and enhance qualified personnel and to maintain our corporate culture;

? competition from others in or entering into the insurance agency, wholesale brokerage, insurance programs and related service business;

? disintermediation within the insurance industry, including increased competition from insurance companies, technology companies and the
financial services industry, as well as the shift away from traditional insurance markets;

? the integration of our operations with those of businesses or assets we have acquired, including our November 2018 acquisition of The Hays
Group, Inc. and certain of its affiliates, or may acquire in the future and the failure to realize the expected benefits of such integration;

? risks that could negatively affect our acquisition strategy, including continuing consolidation among insurance intermediaries and the
increasing presence of private equity investors driving up valuations;

? our ability to forecast liquidity needs through at least the end of 2019;

? our ability to renew or replace expiring leases;

? outcomes of existing or future legal proceedings and governmental investigations;

? policy cancellations and renewal terms, which can be unpredictable;

? potential changes to the tax rate that would affect the value of deferred tax assets and liabilities and the impact on income available for
investment or distribution to shareholders;

? the inherent uncertainty in making estimates, judgments and assumptions in the preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America;

? our ability to effectively utilize technology to provide improved value for our customers or carrier partners as well as applying effective
internal controls and efficiencies in operations; and

? other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings.
For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially
from those expressed or implied in our forward-looking statements, see the "Risk Factors" section contained herein and in the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus and the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus.
Assumptions as to any of the foregoing and all statements are not based on historical fact, but rather reflect our current expectations concerning
future results and events. Forward-looking statements that we make or that are made by others on our behalf are based on a knowledge of our
business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in
the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

cannot assure you that the results or developments anticipated by us will be realized or, even if substantially realized, that those results or
developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers
not to place undue reliance on these forward-looking statements, which speak only as of their dates. We assume no obligation to update any of the
forward-looking statements.
v
SUMMARY
This summary does not contain all of the information that you should consider before investing in the notes. To understand this offering
fully, you should carefully read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in
this prospectus supplement and accompanying prospectus.
The Company
We are a diversified insurance agency, wholesale brokerage, insurance programs and services organization headquartered in Daytona
Beach, Florida, that markets and sells to our customers insurance products and services.
As an insurance intermediary, our principal sources of revenue are commissions paid by insurance companies and, to a lesser extent,
fees paid directly by customers. Commission revenues generally represent a percentage of the premium paid by an insured and are affected
by fluctuations in both premium rate levels charged by insurance companies and the insureds' underlying "insurable exposure units," which
are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels)
to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including
loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control.
The volume of business from new and existing customers, fluctuations in insurable exposure units, changes in premium rate levels,
changes in general economic and competitive conditions, and the occurrence of catastrophic weather events all affect our revenues. For
example, level rates of inflation or a general decline in economic activity could limit increases in the values of insurable exposure units.
Conversely, the increasing costs of litigation settlements and awards could cause some customers to seek higher levels of insurance
coverage. Historically, our revenues have typically grown as a result of our focus on net new business growth and acquisitions.
Our business is divided into four reportable segments:
? our Retail Segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities
and to professional and individual customers;

? our National Programs Segment, acting as a managing general agent, which provides professional liability and related package
products for certain professionals, a range of insurance products for individuals, flood coverage and targeted products and services
designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through
nationwide networks of independent agents, including Brown & Brown retail agents;

? our Wholesale Brokerage Segment, which markets and sells excess and surplus commercial and personal lines insurance, primarily
through independent agents and brokers, including Brown & Brown retail agents; and

? our Services Segment, which provides insurance-related services, including third-party claims administration and comprehensive
medical utilization management services in both the workers' compensation and all-lines liability arenas, as well as Medicare set-
aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services.
S-1
The Offering
The following summary contains basic information about the notes and is not intended to be complete. For a more complete
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

understanding of the notes, please refer to "Description of Notes."
Issuer
Brown & Brown, Inc.

Notes Offered
$350,000,000 aggregate principal amount of 4.500% Senior Notes due 2029.

Maturity
The notes will mature on March 15, 2029, unless earlier redeemed or repurchased.

Interest
The notes will bear interest at 4.500% per year. Interest will be payable semi-annually in arrears on
March 15 and September 15 of each year, beginning on September 15, 2019.

Ranking
The notes will be senior unsecured obligations of Brown & Brown, Inc. and will rank equally with
all of our other senior unsecured indebtedness from time to time outstanding.

As of December 31, 2018, we had $1,507.0 million of outstanding senior unsecured indebtedness for
borrowed money, and our subsidiaries had no indebtedness for borrowed money outstanding.

Optional Redemption
We may, at our option, redeem the notes in whole or in part at any time and from time to time,
before their maturity at the redemption prices described under "Description of Notes--Optional
Redemption."

Covenants
The notes and the indenture (as defined in this prospectus supplement) governing the notes contain
certain covenants applicable to us. See "Description of Notes--Certain Covenants."

Additional Notes
We may, without the consent of the noteholders, issue additional notes having the same ranking and
the same interest rate, maturity and other terms (other than the issue date and public offering price) as
the notes offered by this prospectus supplement; provided, however, such additional notes must be
fungible with the notes offered by this prospectus supplement for U.S. federal income tax purposes.
Any such additional notes will be a part of the series having the same terms as the notes.

Sinking Fund
None.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $346.3 million, after
deducting underwriting discounts and our estimated offering expenses. We intend to use the net
proceeds from this offering (i) to repay a portion of the outstanding borrowings under our Credit
Facility (as defined herein) and (ii) for general corporate purposes. See "Use of Proceeds." Certain of
the underwriters or their affiliates are lenders under the Credit Facility and will receive all or a
portion of the net proceeds that we receive from this offering. See "Underwriting (Conflicts of
Interest)--Conflicts of Interest."

Listing
We do not intend to list the notes on any securities exchange. The notes will be new securities for
which there is currently no public market.

Governing Law
The notes and the indenture governing the notes will be governed by the laws of the State of New
York.

Trustee
U.S. Bank National Association

Risk Factors
Investing in the notes involves risk. See "Risk Factors" beginning on page S-3 of this prospectus
supplement and page 3 of the accompanying prospectus for a discussion of factors you should
consider carefully before deciding to invest in the notes.
S-2
RISK FACTORS
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

Investing in the notes involves risk. In deciding whether to invest in the notes, you should carefully consider the risks described below in
addition to the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Our
business, results of operations and financial condition may be materially adversely affected due to any of the risks described below. In addition, we
may face risks that are not described below or incorporated by reference in this prospectus supplement because we are either not presently aware of
them or we currently believe that they are immaterial. Such risks may be harmful to our business and the value of the notes.
Risks Related to the Notes
We may not be able to generate sufficient cash flow to service our obligations under the notes.
Our ability to service our obligations under the notes will depend upon, among other things, our revenues from commissions and fees and other
factors that affect our future financial and operating performance, including, without limitation, prevailing economic conditions and financial,
business and regulatory factors, many of which are beyond our control.
If we are unable to generate sufficient cash flow to service our obligations under the notes, we may be forced to take actions such as:
? seeking to restructure or refinance our debt, including the notes;

? seeking additional debt or equity capital;

? seeking bankruptcy protection;

? reducing distributions if we make any in the future;

? reducing or delaying our business activities, acquisitions, investments or capital expenditures; or

? selling assets.
Such measures might not be successful and might not enable us to service our obligations under the notes. In addition, any such financing,
refinancing or sale of assets might not be available on economically favorable terms or at all.
If we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition may
be adversely affected.
On June 28, 2017, we entered into an amended and restated credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and
certain other banks as co-syndication agents and co-documentation agents, in the aggregate amount of $1,200 million (the "Credit Facility"). The
Credit Facility provides for an unsecured revolving credit facility in the initial amount of $800 million and unsecured term loans in the initial
amount of $400 million. The Credit Facility matures on June 28, 2022, but either or both of the revolving credit facility and/or the term loans under
the Credit Facility may be extended for two additional one-year periods at our request, subject to the approval of the respective lenders and certain
other conditions. As of December 31, 2018, we had $365 million outstanding under the Credit Facility, consisting of outstanding term loans. As of
December 31, 2018, we had $350 million outstanding under the revolving portion of the Credit Facility, which was incurred in November 2018 in
connection with the closing of our acquisition of The Hays Group, Inc.
On December 21, 2018, we entered into a term loan credit agreement with Wells Fargo Bank, National Association, as administrative agent,
Bank of America, N.A., BMO Harris Bank N.A. and SunTrust Bank as co-syndication agents, and Wells Fargo Securities, LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. as joint lead arrangers and joint
bookrunners (the "Term Loan Facility"). The Term Loan Facility provides for an unsecured term loan in the initial amount of $300 million, which
may, subject to lenders' discretion, potentially be increased up to an aggregate amount of $450 million (the "Term Loan"). The Term Loan is
repayable over the five-year term from the effective date of the Term Loan Facility, which was December 21, 2018. Based on our net debt leverage
ratio or a non-credit enhanced senior unsecured long-term debt rating as determined by Moody's Investor Service and Standard & Poor's Rating
Service, the current rate of interest on the Term Loan is 1.25% above the adjusted 1-Month London Interbank Offered Rate ("LIBOR"). We
borrowed $300 million under the Term Loan Facility on December 21, 2018 and used $250 million of the borrowings to reduce indebtedness under
the Credit Facility. As of December 31, 2018, we had $300 million of borrowings outstanding under the Term Loan Facility.
S-3
Each of the Credit Agreements contains various covenants and other limitations with which we must comply. At December 31, 2018, we were
in compliance with the financial covenants and other limitations contained in each of the Credit Agreements. However, failure to comply with
material provisions of our covenants in these Credit Agreements or other credit or similar agreements to which we may become a party could result
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

in a default, rendering them unavailable to us and causing a material adverse effect on our liquidity, results of operations and financial condition. In
the event of certain defaults under the Credit Agreements, the lenders thereunder would not be required to lend any additional amounts to or
purchase any additional notes from us and could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to
be due and payable. If the indebtedness under the Credit Agreements or our other indebtedness, including the notes, were to be accelerated, there
can be no assurance that our assets would be sufficient to repay such indebtedness in full.
Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent
us from engaging in certain potentially beneficial activities.
The restrictive covenants in the Credit Agreements may impact how we operate our business and prevent us from engaging in certain
potentially beneficial activities. In particular, among other covenants, the Credit Facility requires us to maintain a ratio of consolidated EBITDA
(earnings before interest, taxes, depreciation and amortization), adjusted for certain transaction-related items ("Consolidated EBITDA"), to
consolidated interest expense and a ratio of consolidated net indebtedness to Consolidated EBITDA. The ratio of Consolidated EBITDA to
consolidated interest expense must be at least 4.00 to 1.00, and the ratio of consolidated net indebtedness to Consolidated EBITDA must not
exceed 3.25 to 1.00 (provided that we may, on not more than two occasions during the term of the Credit Facility, elect to increase such ratio to
3.75 to 1.00 for a period of six consecutive fiscal quarters in connection with and following certain significant acquisitions).
While neither the notes nor the indenture governing the notes includes similar covenants, our compliance with these covenants limits our
management's discretion in operating our business and could prevent us from engaging in certain potentially beneficial activities.
We may still be able to incur substantially more indebtedness. This could exacerbate the risks associated with our indebtedness under the notes.
We may be able to incur substantial additional indebtedness in the future, including secured debt. The terms of the indenture governing the
notes offered hereby will not prevent us or our subsidiaries from incurring indebtedness, and the Credit Agreements do not prevent us or our
subsidiaries from incurring indebtedness, subject to certain restrictive covenants in the Credit Agreements. If we incur any additional indebtedness
that ranks equally with the notes offered hereby and the obligations under the Credit Agreements, the holders of that indebtedness will be entitled
to share ratably with the holders of the notes offered hereby in any proceeds distributed in connection with any insolvency, liquidation,
reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you.
The notes offered hereby will be unsecured and effectively subordinated to any future secured indebtedness and structurally subordinated to
all of the liabilities of our subsidiaries.
We do not currently have any secured indebtedness. The notes offered hereby will be general unsecured obligations ranking effectively junior
in right of payment to any future secured indebtedness to the extent of the value of the collateral securing the indebtedness. Additionally, the
indenture governing the notes offered hereby, as well as the Credit Agreements, will permit us to incur additional secured indebtedness in the
future, subject to certain restrictive covenants in the Credit Agreements. In the event that we are declared bankrupt, become insolvent or are
liquidated or reorganized, any secured indebtedness will be entitled to be paid from our assets securing such indebtedness before any payment may
be made with respect to the notes offered hereby. Holders of the notes offered hereby will participate ratably with all holders of our unsecured
indebtedness that is deemed to be of the same ranking as the notes (including the obligations under the Credit Agreements), and potentially with all
of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets.
In addition, the notes will be structurally subordinated to all of the liabilities of our subsidiaries, which may include secured and unsecured
indebtedness, trade payables, guarantees, lease obligations and letter of credit obligations of our subsidiaries. In the event of a dissolution, winding
up, liquidation, reorganization or other bankruptcy proceeding of any of our subsidiaries, holders of their indebtedness and their creditors will
generally be entitled to payment of their claims in full from the assets of those subsidiaries before any assets of the subsidiaries are made available
for distribution to us.
S-4
The terms of the indenture and the notes provide only limited protection against significant corporate events that could adversely impact your
investment in the notes.
While the indenture and the notes contain terms intended to provide some protections to the holders of the notes upon the occurrence of certain
events involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes.
The term "Change of Control Triggering Event" (as defined in "Description of Notes -- Certain Covenants -- Purchase of Notes Upon Change
of Control Triggering Event") does not cover a variety of transactions (such as acquisitions by us or recapitalizations) that could negatively affect
the value of the notes. If we were to enter into a significant corporate transaction that would negatively affect the value of the notes but would not
constitute a Change of Control Triggering Event, we would not be required to offer to repurchase your notes prior to their maturity.
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

Furthermore, the indenture governing the notes does not:
? require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

? limit our ability to incur indebtedness that is equal in right of payment to the notes;

? restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our
subsidiaries and therefore rank effectively senior to the notes;

? limit the ability of our subsidiaries to service indebtedness;

? restrict our ability to repurchase, redeem or prepay any other of our securities or other indebtedness; or

? restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other
securities ranking junior to the notes.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the notes and the indenture
governing the notes do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and
events that could have an adverse impact on your investment in the notes.
Upon certain Change of Control Triggering Events, we may not have the ability to raise the funds necessary to finance the change of control
offer required by the indenture governing the notes, which would violate the terms of the notes.
Upon the occurrence of specific kinds of Change of Control Triggering Events, holders of the notes of a series will have the right to require us
to purchase all or any part of the notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of
purchase. We may not have sufficient financial resources available to satisfy all of our obligations under the notes in the event of a Change of
Control Triggering Event. Our failure to purchase the notes as required under the terms of the notes would result in an event of default under the
terms of the notes and may trigger a cross-acceleration under the Credit Agreements, each of which could have material adverse consequences for
us and the holders of the notes. See "Description of Notes--Certain Covenants --Purchase of Notes Upon Change of Control Triggering Event."
Our credit ratings are subject to change and may not reflect the risks of investing in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in
our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to
structure or marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at
any time by the issuing agency. Each agency's rating should be evaluated independently of any other agency's rating.
Your ability to transfer the notes offered hereby will be limited by the absence of an active trading market.
There is currently no established trading market for the notes. We do not intend to apply for listing or quotation of the notes on any securities
exchange. The underwriters have advised us that they intend to make a market in the notes as permitted by applicable laws and regulations;
however, the underwriters are not obligated to make a market in the notes, and they may discontinue their market-making activities at any time
without notice. Therefore, an active market for the notes may not develop or, if developed, such a market may not continue. In addition,
subsequent to their initial issuance, the notes may trade at a discount from their initial offering price based on, and the liquidity of any market for
the notes will be impacted by, a number of factors, including prevailing interest rates, the market for similar notes, our performance and financial
condition, the number of holders of the notes, the interest of securities dealers in making a market in the notes, general economic conditions and
other factors. The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future,
which could have an adverse effect on the market price of the notes and the liquidity of any market for the notes.
S-5
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $346.3 million, after deducting underwriting discounts and our
estimated offering expenses. We intend to use the net proceeds from this offering (i) to repay a portion of the outstanding borrowings under our
Credit Facility and (ii) for general corporate purposes.
The Credit Facility expires on June 28, 2022. As of February 28, 2019, borrowings of approximately $350 million were outstanding under the
revolving portion of the Credit Facility at a weighted average interest rate of approximately 3.34% per annum. On November 15, 2018, we
https://www.sec.gov/Archives/edgar/data/79282/000120677419000716/brown3553211-424b2.htm[3/6/2019 1:46:18 PM]

Document Outline

#1">
- #1">