Item 3.02. Unregistered Sales of Equity Securities.
On November 4, 2021, Baldwin Krystyn Sherman Partners, LLC (“BKS”) and Burnham Benefits Insurance Services, LLC (“Burnham” and, together with BKS, the “Buyers”), each an indirect subsidiary of BRP Group, Inc. (“BRP Group”), entered into an agreement (the “WGB Purchase Agreement”) to acquire substantially all of the assets of Wood Gutmann & Bogart Insurance Brokers, WGB Benefits Insurance Brokers, L.P., and Performance Bonding Surety & Insurance Brokerage, L.P. (collectively, “WGB”). The Partnership, BRP Group’s nomenclature for a strategic acquisition, is expected to close on December 1, 2021, subject to certain closing conditions. Pursuant to the terms of the WGB Purchase Agreement, the upfront consideration for the Partnership comprises:
•approximately $114.0 million in cash (which will be reduced by the value of any shares of Class A common stock of BRP Group granted to WGB colleagues in connection with the Partnership);
•201,189 shares of Class A common stock of BRP Group (which shares will be issued in addition to the shares of Class A common stock of BRP Group granted to WGB colleagues, but will not reduce the cash portion of the upfront consideration for the Partnership); and
•696,897 units of Baldwin Risk Partners, LLC (“BRP LLC”) (each of which the holder may cause to be redeemed for one share of Class A common stock of BRP Group, subject to certain contractual lockup restrictions) and the corresponding 696,897 shares of Class B common stock of BRP Group to be issued pursuant to the terms of BRP LLC’s Third Amended and Restated Limited Liability Company Agreement, as amended.
In addition, under the terms of the WBG Purchase Agreement, to the extent certain assets are not able to be included in the assets acquired by the Buyers at the closing of the Partnership, the Buyers will hold back a portion of the consideration listed above comprising approximately $9.8 million in cash and 21,824 shares of Class A common stock of BRP Group, which consideration will be delivered to WGB and certain of its related parties post-closing upon the acquisition by the Buyers of such additional assets.
Further, under the terms of the WGB Purchase Agreement, WGB will have the opportunity to receive additional contingent consideration of up to approximately $49.6 million based upon the achievement of certain post-closing primarily revenue-focused performance measures, which contingent consideration is payable in cash, shares of Class A common stock of BRP Group or a combination of both at the Buyers’ sole option. The securities to be issued as part of the consideration payable under the WGB Purchase Agreement will be subject to contractual transfer restrictions for a period of time.
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 transactions described above, 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 or will be affixed to the issued securities.
The securities described above were offered 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, as applicable, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document)
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