Item 1.01 Entry Into a Material Definitive Agreement.






Underwriting Agreement

On December 15, 2021, Focus Financial Partners Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"), providing for the offer and sale of 3,084,210 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), including 2,500,000 shares by the Company for its own account and 584,210 shares by the Company on behalf of certain of the existing unitholders of Focus Financial Partners, LLC, its operating subsidiary ("Focus LLC"), at a price to the Company of $54.72 per share (representing a public offering price of $57.00 per share, less underwriting discounts of $2.28 per share) (the "Offering"). On December 16, 2021, the Underwriters exercised their option in full to purchase up to 462,631 additional shares of Class A Common Stock at the same price (the "Option Shares").

The material terms of the Offering are described in the prospectus supplement, dated December 15, 2021, to the prospectus, dated August 30, 2019, together forming a part of the registration statement on Form S-3 (Registration No. 333-233566), filed with the Securities and Exchange Commission on August 30, 2019.

The Offering closed on December 20, 2021. The Company will contribute the net proceeds from the sale of the Class A Common Stock offered by the Company to Focus LLC in exchange for newly issued common units in Focus LLC and Focus LLC will use a portion of such contributed amount to redeem common units from the conversion of vested incentive units in connection with the Offering from certain of our executive officers. Focus LLC will use the remainder of such contributed amount for general corporate purposes.

2,962,631 of the 3,546,841 shares of Class A common stock offered by the Company in this offering (including the Option Shares) will have a dilutive impact on its shareholders.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit No.                                Description
    1.1         Underwriting Agreement, dated as of December 15, 2021, by and among
              Focus Financial Partners, Inc. and Goldman Sachs & Co. LLC and BofA
              Securities, Inc., as representatives of the several underwriters named
              in Schedule A thereto.
    5.1         Opinion of Vinson & Elkins L.L.P.
                Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
   23.1       hereto).
              Cover Page Interactive Data File (embedded within the Inline XBRL
    104       document).

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