EVANS BANCORP INC: M&A transaction — Evans Bancorp closes sale of insurance agency to Gallagher for $40M; $2.377M holdback added

EVANS BANCORP INC

Closed sale of The Evans Agency (TEA) to Arthur J. Gallagher & Co. for $40M cash, as previously announced Nov 7.
At closing, Gallagher paid $35.6M cash to TEA, placed $2M in escrow for indemnification, and retained $2.377M holdback.
Holdback of $2.377M is payable to TEA after two years based on performance of certain customer accounts.
TEA had total revenue of $10.0M for year ended Dec 31, 2022; president Aaron Whitehouse left TEA and joined Gallagher.
Amendment to purchase agreement added the holdback provision; pro forma financials to be filed by Dec 6.

item 1.01 item 2.01 item 5.02 item 9.01

Executive movements

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Departed

Aaron M. Whitehouse

President of TEA

EVANS BANCORP INC

Effective: 2023-11-30
Filed: December 1, 2023, 6:59 PM ET

On November 30, 2023, Aaron M. Whitehouse, President of TEA, ended his employment with TEA.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Aaron M. Whitehouse departed as President of TEA at EVANS BANCORP INC.

Action: ended his employment
Role: President of TEA

Exact text from the filing

On November 30, 2023, Aaron M. Whitehouse, President of TEA, ended his employment with TEA.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

EVANS BANCORP INC completed a disposition involving Arthur J. Gallagher & Co. for $40.0 million in cash (closed 2023-11-30).

Action: disposition
Counterparty: Arthur J. Gallagher & Co.
Consideration: $40.0 million in cash
Closing: 2023-11-30

Exact text from the filing

J. Gallagher Risk Management Services, LLC (collectively, “Gallagher”), pursuant to which TEA agreed sell substantially all of its assets to Gallagher for a purchase price of $40.0 million in cash (the “Transaction”). The amendment provides that Gallagher will hold back $2,377,000 of the purchase price, to be payable following the second anniversary of the closing

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

EVANS BANCORP INC amended Asset Purchase Agreement with Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC valued at $40.0 million (effective 2023-11-30).

Action: amendment
Agreement: asset purchase
Counterparty: Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC
Value: $40.0 million
Effective: 2023-11-30

Exact text from the filing

Evans Bancorp, Inc. (the “Company”), Evans National Financial Services, LLC (“ENFS”), a wholly-owned subsidiary of the Company, and The Evans Agency, LLC (“TEA”), a wholly-owned subsidiary of ENFS, amended their previously announced Asset Purchase Agreement (the “Purchase Agreement”) with Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC (collectively, “Gallagher”), pursuant to which TEA agreed sell substantially all of its assets to Gallagher for a purchase price of $40.0 million in cash (the “Transaction”).

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Source: SEC EDGAR

accession 0001104659-23-122886

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