The Baldwin Group, the go-to-market brand name for The Baldwin
Insurance Group, Inc. (formerly BRP Group, Inc.) (“Baldwin,” “we”
or “our”) (NASDAQ: BRP), today announced that its subsidiary, The
Baldwin Insurance Group Holdings, LLC (“Baldwin Holdings”),
successfully priced a new $840 million senior secured first lien
term loan facility maturing on or about May 24, 2031 (the “new term
loan facility”) and a new $600 million senior secured first lien
revolving facility maturing on or about May 24, 2029 (the “new
revolving facility” and, together with the new term loan facility,
the “new credit facilities”).
The new term loan facility will bear interest at term SOFR, plus
an applicable margin of 325 bps, with a margin step-down to 300 bps
at a first lien net leverage ratio of 4.00x or below. The new
revolving facility will bear interest at term SOFR, plus a credit
spread adjustment of 10 bps, plus an applicable margin between 200
bps and 300 bps.
Baldwin Holdings intends to use the net proceeds from the new
term loan facility, together with the expected net proceeds from
the previously priced $600 million offering of senior secured notes
due 2031 (the “new notes”) and cash on hand, to repay in full the
entire outstanding amounts of borrowings under its existing credit
facilities, to settle its contingent earnout liabilities as they
become due and to pay related fees, costs, expenses and accrued
interest, and any remaining proceeds for general corporate
purposes. We expect the new credit facilities and the offering of
the new notes to close on or about May 24, 2024 (the “closing
date”), subject to customary closing conditions, including the
finalization and execution of definitive documentation.
The following tables show our long-term debt as of March 31,
2024 and as expected as of the closing date:
As of March 31, 2024
Instrument
Long-term debt
outstanding
Available for
borrowing
Borrowing rate (1)
Rate as of
3/31/2024
Maturity
Amounts in 000s
Existing term loan facility (2)
$
996,177
$
—
Term SOFR + 3.61% to Term SOFR +
3.93%, Term SOFR Floor of 50 bps
8.940%
October 2027
Existing revolving facility
$
334,000
$
266,000
Term SOFR + 2.10% to Term SOFR +
3.10%
8.500%
April 2027
As expected as of the closing
date
Instrument
Long-term debt
outstanding
Available for
borrowing
Borrowing rate (1)
Rate as of
closing date
Maturity
Amounts in 000s
New notes (3)
$
600,000
$
—
7.125%
7.125%
May 2031
New term loan facility (3)
$
840,000
$
—
Term SOFR + 3.25%, step-down to
Term SOFR + 3.00% at First Lien Net Leverage Ratio(4) <=
4.00x
8.560%(5)
May 2031
New revolving facility
$
—
$
600,000
Term SOFR + 2.10% to Term SOFR +
3.10%
8.410%(5)
May 2029
- We have two $600.0 million notional, 7.00% interest rate caps
expiring on November 30, 2025. Cash received from interest rate cap
settlements from our $300.0 million notional, 1.50% interest rate
cap that expired on March 10, 2024 was $2.3 million for the three
months ended March 31, 2024.
- Debt outstanding under the existing term loan facility
represents the principal amount of outstanding borrowings, which
are presented net of unamortized debt discount and issuance costs
of $19.0 million for balance sheet presentation.
- Debt outstanding under the new notes and the new term loan
facility represents the principal amount of anticipated outstanding
borrowings on the closing date, not taking into account unamortized
debt discount and issuance costs.
- Defined as “Consolidated First Lien Debt to Consolidated EBITDA
Ratio” in the related credit agreement.
- For illustrative purposes only, presented based on term SOFR as
of May 14, 2024. Actual applicable term SOFR may be materially
different.
The transactions described above are subject to market and other
conditions. Therefore, there can be no assurance that Baldwin
Holdings will be able to successfully complete such transactions,
on the terms described above, or at all.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the new notes or any other
securities and shall not constitute an offer to sell or a
solicitation of an offer to buy, or a sale of, the new notes or any
other securities in any jurisdiction in which such offer,
solicitation or sale is unlawful.
ABOUT THE BALDWIN GROUP
The Baldwin Group, the go-to-market brand name for The Baldwin
Insurance Group, Inc. (NASDAQ: BRP) and its affiliates, is an
independent insurance distribution firm providing indispensable
expertise and insights that strive to give our clients the
confidence to pursue their purpose, passion, and dreams. As a team
of dedicated entrepreneurs and insurance professionals, we have
come together to help protect the possible for our clients. We do
this by delivering bespoke client solutions, services, and
innovation through our comprehensive and tailored approach to risk
management, insurance, and employee benefits. We support our
clients, colleagues, insurance company partners, and communities
through the deployment of vanguard resources and capital to drive
our organic and inorganic growth. The Baldwin Group proudly
represents more than two million clients across the United States
and internationally.
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 our expectations or beliefs
concerning future events. Forward-looking statements are statements
other than historical facts and may include statements that address
our future operating, financial or business performance or our
strategies, expectations, anticipated achievements or ability to
raise or refinance debt. 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 Baldwin’s Annual Report on Form 10-K
for the year ended December 31, 2023 and in Baldwin’s other filings
with the U.S. Securities and Exchange Commission (the “SEC”), which
are available free of charge on the SEC’s website at: www.sec.gov,
including those risks and other factors relevant to our business,
financial condition and results of operations, and the risk that we
will not be able to incur the new credit facilities or the new
notes in a timely manner or at all, the risk that we will be unable
to satisfy the conditions to the closing of the new credit
facilities and the offering of the new notes, and the risk that we
will be unable to pay down the balance of our existing credit
facilities as intended. 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 us or to persons acting
on our behalf 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 we do not
undertake any obligation to update them in light of new
information, future developments or otherwise, except as may be
required under applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240516824606/en/
MEDIA RELATIONS
Anna Rozenich, Senior Director, Enterprise Communications The
Baldwin Group 630.561.5907 | Anna.rozenich@baldwin.com
INVESTOR RELATIONS
Bonnie Bishop, Executive Director, Investor Relations The
Baldwin Group 813.259.8032 | IR@baldwin.com
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