Item 1.01 Entry into a Material Definitive Agreement.
On December 8, 2020, BRP Group, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement"), between the Company,
Baldwin Risk Partners, LLC, and J.P. Morgan Securities LLC, BofA Securities,
Inc., Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC, as
representatives of the several underwriters listed on Schedule 1 thereto (the
"Underwriters"), pursuant to which the Company agreed to issue and sell to the
Underwriters 8,750,000 shares of Class A common stock, par value $0.01 (the
"shares"), in a registered public offering (the "Offering") pursuant to an
effective shelf registration statement on Form S-3 (Registration File
No. 333-251195) (the "Shelf Registration Statement"). Pursuant to the
Underwriting Agreement, the Company granted the Underwriters an option to
purchase an additional 1,312,500 shares (the "Option"). The description of the
Underwriting Agreement contained herein is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is included as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On December 11, 2020, the Company closed the Offering.
Item 8.01 Other Events.
The above-mentioned offering was made pursuant to the Shelf Registration
Statement. Opinion of counsel for the Company is included as Exhibit 5.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement relating to the shares, dated December 8,
2020, between BRP Group, Inc., Baldwin Risk Partners, LLC, and J.P.
Morgan Securities LLC, BofA Securities, Inc., Wells Fargo
Securities, LLC and Morgan Stanley & Co. LLC, as representatives of
the several underwriters listed on Schedule 1 thereto.
5.1 Opinion of Davis Polk & Wardwell LLP.
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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