BRP Group, Inc. Completes Acquisitions of K&S Insurance Agency and Jacobson, Goldfarb & Scott, Inc.
October 01 2021 - 4:15PM
BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an
independent insurance distribution firm delivering tailored
insurance solutions, today announced that the Company, through
certain of its indirect subsidiaries, completed the previously
announced acquisitions of (i) White Hill Plaza, Inc. (operating as
K&S Insurance Agency, “K&S”) and (ii) Jacobson, Goldfarb
& Scott, Inc. and certain of its subsidiaries (collectively,
operating as “JGS”).
In connection with the Partnerships, BRP Group’s
nomenclature for strategic acquisitions, BRP Group intends to issue
to new employees restricted shares of the Company’s Class A Common
Stock (“Class A Shares”) that the Compensation Committee of the
Board of Directors of the Company previously approved (each, a
“Grant”). The Grants will be issued pursuant to the Company’s
Partnership Inducement Award Plan (the “Inducement Plan”) in
accordance with the exemption provided by NASDAQ Listing Rule
5635(c)(4). The Grants will be formally issued on January 1,
2022.
The Compensation Committee approved the Grants
to motivate and reward the recipients to perform at the highest
levels and contribute significantly to the success of BRP Group and
its affiliates. The previously announced upfront cash payments to
K&S and JGS were reduced by the estimated value of the
applicable Grants.
The below table summarizes the material terms of the Grants.
Partnership |
Number of Grantees |
Aggregate Shares Granted |
Vesting Terms* |
|
K&S |
51 |
61,356 |
25% per year over 4 years or 100% after 4 years |
|
JGS |
101 |
166,025 |
25% per year over 4 years or 100% after 3 years |
|
*Vesting is subject to continued employment through
the applicable vesting date. |
|
UPDATES TO INDUCEMENT GRANTS ANNOUNCED IN CONNECTION
WITH ACQUISITION OF ROGERSGRAY
It was announced on July 1, 2021 that an
aggregate of 79,162 restricted Class A Shares would be issued to
211 new employees on October 1, 2021 under the Inducement Plan (the
“RogersGray Grants”) in connection with the acquisition of
RogersGray, Inc., Breakwater Brokerage, LLC and Monomoy Insurance
Group, LLC, by Baldwin Krystyn Sherman Partners, LLC, and
Millennial Specialty Insurance, LLC (“MSI”), each an indirect
subsidiary of BRP Group. Due to the departure of certain employees
who would have otherwise received RogersGray Grants, the aggregate
number of Class A Shares underlying the RogersGray grants will now
be 78,770 and the number of employees receiving RogersGray Grants
will now be 204.
UPDATES TO INDUCEMENT GRANTS ANNOUNCED IN CONNECTION
WITH ACQUISITION OF FOUNDER SHIELD
It was announced on August 2, 2021 that an
aggregate of 99,339 restricted Class A Shares would be issued to 52
new employees on October 1, 2021 under the Inducement Plan (the
“Founder Shield Grants”) in connection with the acquisition of
FounderShield LLC, AlphaRoot LLC, ReShield LLC and Scale
Underwriting Services LLC, by MSI. Due to the departure of certain
employees who would have otherwise received Founder Shield Grants,
the aggregate number of Class A Shares underlying the Founder
Shield grants will now be 98,335 and the number of employees
receiving Founder Shield Grants will now be 50.
ABOUT BRP GROUP, INC.
BRP Group, Inc. (NASDAQ: BRP) is an independent
insurance distribution firm delivering tailored insurance and risk
management insights and solutions that give our clients the peace
of mind to pursue their purpose, passion and dreams. We are
innovating the industry by taking a holistic and tailored approach
to risk management, insurance and employee benefits, and support
our clients, Colleagues, Insurance Company Partners and communities
through the deployment of vanguard resources and capital to drive
our growth. BRP Group represents over 700,000 clients across the
United States and internationally. For more information, please
visit www.baldwinriskpartners.com.
NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release may contain various
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, which represent BRP
Group’s expectations or beliefs concerning future events.
Forward-looking statements are statements other than historical
facts and may include statements that address future operating,
financial or business performance or BRP Group’s strategies or
expectations, including those about these Partnerships. In some
cases, you can identify these statements by forward-looking words
such as “may”, “might”, “will”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “projects”,
“potential”, “outlook” or “continue”, or the negative of these
terms or other comparable terminology. Forward-looking statements
are based on management’s current expectations and beliefs and
involve significant risks and uncertainties that could cause actual
results, developments and business decisions to differ materially
from those contemplated by these statements.
Factors that could cause actual results or
performance to differ from the expectations expressed or implied in
such forward-looking statements include, but are not limited to,
those described under the caption “Risk Factors” in BRP Group’s
Annual Report on Form 10-K for the year ended December 31,
2020, and BRP Group’s other filings with the SEC, which are
available free of charge on the Securities and Exchange
Commission's website at: www.sec.gov, including those risks and
other factors relevant to BRP Group’s integration of these
Partnerships, matters assessed in BRP Group’s due diligence, risks
related to the disruption of management time from ongoing business
operations due to these Partnerships, the business, financial
condition and results of operations of BRP Group or these Partners,
or both, and factors related to the potential effects of the
COVID-19 pandemic on BRP Group’s business, financial condition and
results of operations. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated.
All forward-looking statements and all subsequent written and oral
forward-looking statements attributable to BRP Group or to persons
acting on behalf of BRP Group are expressly qualified in their
entirety by reference to these risks and uncertainties. You should
not place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date they are made,
and BRP Group does not undertake any obligation to update them in
light of new information, future developments or otherwise, except
as may be required under applicable law.
CONTACTS
INVESTOR RELATIONS
Bonnie Bishop, Executive Director
Baldwin Risk Partners
(813) 259-8032 | IR@baldwinriskpartners.com
PRESS
Rachel DeAngelo, Communications Manager
Baldwin Risk Partners
(813) 387-6842 |
rdeangelo@baldwinriskpartners.com
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