Batavia-based Tompkins Insurance Agencies Inc. has been acquired by an Illinois company in a deal valued at more than $200 million.
Arthur J. Gallagher & Co. of Rolling Meadows, Illinois, agreed on 31 October to purchase all issued and outstanding shares of Tompkins Insurance capital stock from its parent company, Tompkins Financial Corp., for $223 million, according to a 3 November filing with the U.S. Securities and Exchange Commission.
The purchase price is subject to customary adjustments for net working capital, indebtedness, cash, and transaction expenses, according to the filing.
The transaction is expected to generate a pre-tax gain of $183 million for Tompkins Financial, as stated in a news release from Tompkins.
Tompkins Insurance is an independent insurance broker providing personnel and commercial property and casualty insurance products, as well as employee benefits solutions in Pennsylvania and New York.
“Tompkins Insurance Agencies is a highly regarded firm that enhances our brokerage capabilities in the region across commercial lines, personal lines, and employee benefits,” said Gallagher Chairman and CEO J. Patrick Gallagher Jr. in a statement.
All current leadership and employees of Tompkins Insurance Agencies will join Gallagher, according to Tompkins’ news release.
Tompkins Insurance President and CEO David S. Boyce and his team will remain in their current location under the direction of Brendan Gallagher, who leads Gallagher’s Northeast region retail property/casualty brokerage operations, and Scott Sherman, who oversees Gallagher’s northeast region employee benefits consulting and brokerage operations.
Tompkins has entered into a retention agreement with Boyce and other TIA employees. Under the terms of the agreement, Boyce will receive a cash payment of $500,000 in two instalments: two-thirds upon the closing of the transaction, and the final third on the one-year anniversary of the closing, provided he remains employed by Tompkins Insurance or its successor. Other Tompkins Insurance employees will receive a discretionary cash bonus, while Boyce will receive a discretionary cash bonus of $74,638, according to the SEC filing.
Tompkins Insurance, which boasts a 150-year operating history, has grown to become one of the top 100 insurance agencies in the country. Tompkins Insurance had been part of Tompkins Financial since 2011.
Through Gallagher, Tompkins Insurance will serve customers throughout the Tompkins footprint, leveraging the resources of Gallagher’s global brokerage and insurance services operations, as stated in the release.
Gallagher, which is listed on the New York Stock Exchange under the ticker AJG, is a global insurance brokerage, risk management, and consulting services firm that operates in approximately 130 countries through its own operations and a network of correspondent brokers and consultants.
“It was in the long-term interests of the TIA employees and customers to find a partner that best positioned them for continued success well into the future,” said Stephen S. Romaine, President and CEO of Tompkins Financial Corp., in a news release. “We are fully confident that Gallagher is the right partner for all stakeholders. We wish all the best to the TIA team and extend many thanks to them for their contributions to our organisation.”
As for Tompkins Financial, Romaine remarked that the company is “confident our balance sheet provides us with the flexibility to invest a portion of the proceeds to replace the relative earnings of Tompkins Insurance over the near term, while also providing the capital to support strategic investments over the long term.”
Tompkins Insurance Agencies reported pro forma revenues and EBITDAC (Earnings Before Interest, Taxes, Depreciation, Amortisation, and Coronavirus) for the 12 months ended 30 June 2025, of approximately $40 million and $16 million, respectively.
Piper Sandler & Co. acted as exclusive financial advisor and Polsinelli PC provided legal counsel to Tompkins Financial.
Tompkins Financial Corp. is a banking and financial services company serving the central, western, and Hudson Valley regions of New York and the southeastern region of Pennsylvania. Tompkins Financial is also the parent company of Tompkins Community Bank, which offers a variety of wealth management services under the Tompkins Financial Advisors brand.