BRP GROUP, INC. : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure (form 8-K)

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.
•      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.


•      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.


•      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.


•      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.

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.

--------------------------------------------------------------------------------

Item 7.01 Regulation FD Disclosure.
On June 1, 2020, BRP Group issued press releases announcing the acquisition by
BKS of Rosenthal Bros, Trinity and Russ Blakely. Copies of the press releases
are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form
8-K.
BRP Group will host a webcast and conference call to discuss both the Rosenthal
Bros and Trinity/Russ Blakely acquisitions on Tuesday, June 2, 2020 at 8:30 AM
ET. A live webcast and a slide presentation will be available on BRP Group's
investor relations website at ir.baldwinriskpartners.com. The dial-in number for
the conference call is [phone] (toll-free) or [phone]
(international). Please dial the number 10 minutes prior to the scheduled start
time.
A replay will be available following the end of the call through Tuesday, June
16, 2020, by telephone at [phone] (toll-free) or [phone]
(international), passcode 13704474. A webcast replay of the call will be
available at ir.baldwinriskpartners.com for one year following the call.
The information contained in this Item 7.01, Exhibit 99.1 and Exhibit 99.2,
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
Exhibit No.        Description
       99.1          Press release of BRP Group, Inc. announcing acquisition of
                   Rosenthal Bros., Inc. dated June 1, 2020
       99.2          Press release of BRP Group, Inc. announcing acquisition of Trinity
                   Benefit Advisors, Inc. and Russ Blakely and Associates, LLC dated
                   June 1, 2020

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses