Item 1.01 Entry into a Material Definitive Agreement.

On November 28, 2022 (the "Closing Date"), Focus Financial Partners, LLC ("Focus LLC"), a subsidiary of Focus Financial Partners Inc. (the "Company"), as borrower, Royal Bank of Canada, as term administrative agent, collateral agent and fronting bank, Bank of America, N.A., as revolver administrative agent, and the lenders party thereto, entered into Waiver and Amendment No. 10 (the "Tenth Amendment") to the First Lien Credit Agreement, dated as of July 3, 2017 (as amended, the "Credit Agreement"). The Tenth Amendment provides for the addition of a new $240.0 million term loan tranche (the "Term Loan A") to the Company's existing first lien term loan (the "Term Loan"), which will be available on a nine-month delayed draw basis, with a maturity date of November 28, 2027, the proceeds of which will be used to repay outstanding revolving credit loans under the Company's existing $650.0 million first lien revolving credit facility (the "First Lien Revolver"), pre-fund acquisitions and for other general corporate purposes. The Tenth Amendment also provides for $1,760 million in the aggregate of replacement term loans and replacement term loan commitments under the Term Loan (the "Term Loan B"), which were funded on the Closing Date, with a maturity date of June 30, 2028, the proceeds of which were used to refinance the existing $1,598 million Term Loan - Tranche A due July 3, 2024, repay outstanding revolving credit loans under the First Lien Revolver, pre-fund acquisitions and for other general corporate purposes. The Tenth Amendment also provides for the extension of the maturity date of the First Lien Revolver to November 28, 2027 and certain other modifications to the First Lien Revolver. The annual interest rate on the Term Loan A is SOFR + 250 basis points, with the SOFR component subject to a 50 basis point floor, and the Term Loan A priced at 98.5. The annual interest rate on the Term Loan B is SOFR + 325 basis points, with the SOFR component subject to a 50 basis point floor, and the Term Loan B priced at 98.25. The annual interest rate on the First Lien Revolver is SOFR + 225 basis points, with step downs based on Focus' net leverage ratio. The Tenth Amendment also provides for the conversion from LIBOR to SOFR with respect to the Company's existing $790.4 million Term Loan - Tranche B due June 2028.

The foregoing description of the Tenth Amendment is not complete and is qualified in its entirety by reference to the full text of the Tenth Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit No.   Description
   10.1         Waiver and Amendment No. 10 to First Lien Credit Agreement, dated as
              of November 28, 2022, among Focus Financial Partners, LLC, as borrower,
              Royal Bank of Canada, as term administrative agent, collateral agent and
              fronting bank, Bank of America, N.A., as revolver administrative agent,
              and the lenders party thereto.

    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




                                       2

© Edgar Online, source Glimpses