Clayton, Dubilier & Rice, LLC (CD&R) and a fund managed by Stone Point Capital LLC made a non-binding offer to acquire Focus Financial Partners Inc. (NasdaqGS:FOCS) from a group of shareholders for $4.1 billion on November 1, 2022. Clayton, Dubilier & Rice, LLC and a fund managed by Stone Point Capital LLC entered into a definitive agreement to acquire Focus Financial Partners Inc. from a group of shareholders on February 27, 2023. CD&R made an offer to acquire Focus Financial Partners Inc. for $53 per share in cash. Funds managed by Stone Point Capital LLC are considering retaining a portion of their investment in Focus and providing new equity financing as part of the proposed transaction, subject to negotiation with CD&R of definitive agreements on mutually agreeable terms. Focus will cease to be a publicly traded company if such a transaction is consummated. CD&R has also proposed that the transaction would be subject to a non-waivable approval of a majority of the voting power of disinterested shareholders. CD&R and Stone Point intend to finance the transaction with fully committed equity financing that is not subject to any financing condition. In case of termination, FOCS must pay to buyers a termination fee of $150.35 million.

The transaction is subject to the completion of due diligence, the negotiation of definitive agreements, Board and Focus? stockholder approval, customary client and regulatory approvals, the HSR Act shall have expired or been terminated and other customary conditions. A Special Committee of the Board of Directors of Focus to evaluate a non-binding offer received from CD&R and to explore alternative transactions. As of February 2, 2023, after a series of negotiations with CD&R and outreach and meetings with other potential bidders, the Special Committee has approved the exclusivity agreement based on CD&R meeting the Special Committee?s requirement of $53 per share. As of February 27, 2023, the special committee of the Board of Directors of Focus has unanimously approved the transaction. The Board of Directors of the buyer have also unanimously approved the transaction. The 40-day go-shop period expired on April 8, 2023. Focus did not receive any alternative acquisition proposals from any third party during the go-shop period. As of June 15, 2023, the transaction has been approved by European Commission. As on July 14, 2023, shareholders of Focus Financial Partners Inc. have approved the transaction. The transaction is expected to close in the third quarter of 2023.

Jefferies LLC and Goldman Sachs & Co. LLC acted as financial advisors and Potter Anderson & Corroon LLP acted as legal counsel to the Special Committee of Focus. Stancell Haigwood, David Peck, Lina Dimachkieh, Allyson Seger, David D?Alessandro, Patricia Adams and Regina Ibarra of Vinson & Elkins LLP acted as legal counsel to Focus. Moelis & Company LLC, RBC Capital Markets, Truist Securities, Inc., BofA Securities, BMO Capital Markets, Citizens Capital Markets, Inc., Fifth Third Securities, and MUFG acted as financial advisors to CD&R and Stone Point. Richard J. Campbell, P.C., David M. Klein, P.C., Rachael G. Coffey, P.C., Kyle P. Elder, Kevin W. Mausert, P.C., Justin L. Joffe and Jimin He of Kirkland & Ellis LLP acted as legal counsel to CD&R on the transaction. Elizabeth Cooper, Mark Viera, Benjamin Rippeon, William Smolinski, David Rubinsky, Jamin Koslowe, Kenneth Wallach, Adam Shapiro, Catherine Burns, David Blass, Meredith Abrams, Steve DeLott, Spencer Sloan and Jessica Cohen of Simpson Thacher & Bartlett LLP acted as legal counsel to Stone Point. Ryan Rafferty, Jeffrey Ross, Steven Slutzky, Jason Auerbach of Debevoise & Plimpton LLP acted as the legal advisor to Clayton, Dubilier & Rice. Christoph Neeracher, Raphael Annasohn and Thomas Rohde (all M&A) and includes Romina Lauper, Luzius Bill, Franti?ek Draslar, Djawad Kleist and Nick Aschwanden (all M&A), Mani Reinert (Competition), Jonas Bornhauser (Data Protection, IP/IT), Laura Widmer and Luljeta Morina (both Employment) as well as Daniel Flühmann (Regulatory) of Bär & Karrer Ltd. acted as the legal advisors to CD&R. Goldman Sachs & Co. LLC acted as fairness opinion provider to FOCS and Jefferies LLC acted as fairness opinion provider to the special committee of FOCS. American Stock Transfer & Trust Company, LLC acted as transfer agent and MacKenzie Partners, Inc acted as proxy solicitor to Focus Financial Partners. Focus Financial Partners has agreed to pay MacKenzie a fee of $17,500.

Clayton, Dubilier & Rice, LLC (CD&R) and a fund managed by Stone Point Capital LLC completed the acquisition of Focus Financial Partners Inc. (NasdaqGS:FOCS) from a group of shareholders on August 31, 2023. With the completion of the transaction, Focus's common stock has ceased trading and is no longer listed on NASDAQ. The Mergers were funded in part with proceeds from a senior secured incremental B-6 term loan facility in an aggregate principal amount of $500.0 million.