Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 30, 2020, Baldwin Krystyn Sherman Partners, LLC ("BKS"), an indirect
subsidiary of BRP Group, acquired all of the outstanding equity interests of
Insgroup, LLC (which converted prior to closing to a limited liability company
from a corporation with the name Insgroup, Inc., "Insgroup"), pursuant to a
purchase agreement (the "Insgroup Purchase Agreement"). At the closing of the
Partnership, BRP Group's nomenclature for a strategic acquisition, BKS paid
$100.4 million in cash, as well as 87,093 shares of BRP Group's Class A common
stock and 3,857,622 LLC units of BRP Group's subsidiary, Baldwin Risk Partners,
LLC ("BRP LLC") (and the corresponding 3,857,622 shares of BRP Group's Class B
common stock issued pursuant to the terms of BRP LLC's Third Amended and
Restated Limited Liability Company Agreement, as amended). Under the terms of
the Insgroup Purchase Agreement, the sellers of Insgroup will also have the
opportunity to receive additional contingent consideration of up to $66.1
million based upon the achievement of certain post-closing revenue-focused
performance measures, which contingent consideration is payable in cash, shares
of BRP Group's Class A common stock or a combination of both at BKS' sole
option. The securities issued as part of the consideration payable under the
Insgroup Purchase Agreement are subject to contractual transfer restrictions for
a period of time.
Item 8.01. Other Events.
On December 1, 2020, BRP Group, Inc. ("BRP Group") acquired all of the
outstanding equity interests of Armfield, Harrison & Thomas, Inc. (which was
converted after closing to a limited liability company with the name Armfield,
Harrison & Thomas, LLC, "AHT") pursuant to a purchase agreement (the "AHT
Purchase Agreement"). At the closing of the Partnership, BRP Group paid $190.3
million in cash, as well as 784,222 shares of BRP Group's Class A common stock.
Under the terms of the AHT Purchase Agreement, certain sellers and employees of
AHT will also have the opportunity to receive additional contingent
consideration of up to $107.0 million based upon the achievement of certain
post-closing revenue-focused performance measures, which contingent
consideration is payable in cash, shares of BRP Group's Class A common stock or
a combination of both at BRP Group's sole option. The securities issued as part
of the consideration payable under the AHT Purchase Agreement are subject to
contractual transfer restrictions for a period of time.
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
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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