Tompkins Financial Corporation (TMP) announced the completion of the sale of its subsidiary, Tompkins Insurance Agencies, Inc. (TIA), to Arthur J. Gallagher Risk Management Services, LLC for approximately \(223 million cash, subject to working capital adjustments. The transaction generated a pre-tax gain of \)183 million, which TMP intends to use for strategic investment to replace TIA’s relative earnings.
Transaction Structure and Covenants: The parties executed a Section 338(h)(10) Election. As part of the divestiture, TMP is subject to a 5-year non-compete agreement across the US and Can
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