Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 1, 2020, Baldwin Krystyn Sherman Partners, LLC (“BKS”), a subsidiary of BRP Group, Inc. (“BRP Group”), acquired substantially all of the assets of Rosenthal Bros., Inc. (“Rosenthal Bros”) pursuant to an Asset Purchase Agreement (the “Rosenthal Bros Purchase Agreement”). At the closing of the acquisition, BKS paid $75.0 million of cash and 1,164,393 LLC units of BRP Group’s subsidiary, Baldwin Risk Partners, LLC (“BRP LLC”) (and the corresponding 1,164,393 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 Rosenthal Bros Purchase Agreement are subject to contractual transfer restrictions for a period of time. Under the terms of the Rosenthal Bros Purchase Agreement, Rosenthal Bros will also have the opportunity to receive additional contingent earnout consideration of up to $30.8 million based upon the achievement of certain post-closing revenue focused performance measures, which contingent earnout consideration is payable in cash or shares of BRP Group’s Class A common stock, par value $0.01, at BKS’ sole option.
On June 1, 2020, BKS acquired substantially all of the assets of Trinity Benefit Advisors, Inc. (“Trinity”) and Russ Blakely & Associates, LLC (“Russ Blakely”) pursuant to an Asset Purchase Agreement and related Goodwill Purchase Agreements (collectively, the “Trinity/Russ Blakely Purchase Agreement” and collectively with the Rosenthal Bros Purchase Agreement, the “Purchase Agreements”). At the closing of the acquisition, BKS paid $76.6 million of cash and 2,458,652 LLC units of BRP LLC (and the corresponding 2,458,652 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 Trinity/Russ Blakely Purchase Agreement are subject to contractual transfer restrictions for a period of time. Under the terms of the Trinity/Russ Blakely Purchase Agreement, Trinity and Russ Blakely will also have the opportunity to receive additional contingent earnout consideration of up to $30.1 million in the aggregate based upon the achievement of certain post-closing revenue focused performance measures, which contingent earnout consideration is payable in cash or shares of BRP Group’s Class A common stock, par value $0.01, at BKS’ sole option.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 1, 2020, BRP Group borrowed an additional $141.1 million under that certain Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of December 19, 2019, among BRP LLC, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto to fund the closing cash payments under the Purchase Agreements. As of the date hereof, the amount outstanding under the Credit Agreement is $226.0 million and the remaining availability for borrowing is $74.0 million. The Credit Agreement matures on September 23, 2024.
Item 3.02 Unregistered Sales of Equity Securities.
The following list sets forth information regarding all unregistered securities sold or issued by BRP Group since March 31, 2020. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and BRP Group did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these securities. In the transaction described below, the recipients of the securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in this transaction.
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On April 1, as partial consideration for the acquisition by BKS of substantially all of the assets of Insurance Risk Partners, LLC, BRP Group issued 814,640 shares of Class B common stock.
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On May 1, 2020, as partial consideration for the acquisition by BKS of substantially all of the assets of Southern Protective Group, LLC, BRP Group issued 81,263 shares of Class B common stock.
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On June 1, 2020, as partial consideration for the acquisition by BKS of substantially all of the assets of Rosenthal Bros, BRP Group issued 1,164,393 shares of Class B common stock.
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On June 1, 2020, as partial consideration for the acquisition by BKS of substantially all of the assets of Trinity and Russ Blakely, BRP Group issued 2,458,652 shares of Class B common stock.
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The securities described above were issued to a limited number of investors, all of which had sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment, and for nominal consideration. The offer, sale and issuance of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering.