The transaction, structured as a tax-free reorganization, is expected to generate over $100 million in annualized revenue across the three operating units and to generate approximately $40 million of annualized EBITDAC before integration costs, which are expected to range between $2 million to $3 million per quarter through 2014. Total net consideration is approximately $276.5 million (approximately $172 million in net cash plus the issuance of approximately 3.2 million Gallagher shares valued at approximately $140 million less the value of tax assets acquired).