Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 1, 2020, Baldwin Krystyn Sherman Partners, LLC (“BKS”), a subsidiary of BRP Group, Inc. (“BRP Group”), acquired substantially all of the assets of Insurance Risk Partners, LLC (“IRP”) pursuant to an Asset Purchase Agreement and related Goodwill Purchase Agreements (collectively, the “Purchase Agreement”).
At the closing of the acquisition, BKS paid $26.6 million of cash and 814,640 LLC units of BRP Group’s subsidiary, Baldwin Risk Partners, LLC (“BRP LLC”) (and the corresponding 814,640 shares of BRP Group’s Class B common stock, par value $0.0001, issued pursuant to the terms of BRP LLC’s Third Amended and Restated Limited Liability Company Agreement). The securities issued as part of the consideration payable under the Purchase Agreement are subject to contractual transfer restrictions for a period of time. Under the terms of the Purchase Agreement, IRP will also have the opportunity to receive additional contingent earnout consideration in cash and BRP Group’s Class A common stock, par value $0.01, based upon the achievement of certain post-closing revenue focused performance measures.
Item 7.01 Regulation FD Disclosure.
On April 1, 2020, BRP Group, Inc. issued a press release announcing the acquisition by BKS of IRP. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
The financial statements that are required to be filed under Item 9.01(a) and the pro forma financial information that is required to be filed under Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K within 71 calendar days of the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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