RYAN SPECIALTY HOLDINGS, INC. Item 1.01. Entry into a Material Definitive Agreement.
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The Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").
This description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is hereby incorporated by reference into this Item 1.01.
In connection with the consummation of the IPO, the Company entered into the following agreements, previously filed as exhibits to the Registration Statement:
• a Registration Rights Agreement, dated as of July 26, 2021 , by and among
the Company and the other signatories party thereto, a copy of which is
filed as Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated herein by reference;
• a Tax Receivable Agreement, dated as of July 26, 2021 , by and among the
Company and the other signatories party thereto, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference herein;
• a Sixth Amended and Restated Limited Liability Agreement of Ryan
Specialty Group, LLC , dated as of July 26, 2021 , a copy of which is filed
as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by
reference herein;
• a Director Nomination Agreement, dated as of July 26, 2021 , by and among
the Company and the other signatories party thereto, a copy of which is
filed as Exhibit 10.5 to this Current Report on Form 8-K and is
incorporated by reference herein;
The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.
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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 above in Item 1.01 of this Current Form on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
In connection with the the IPO, the Company issued to (i) the existing holders
of
Item 3.03. Material Modifications to Rights of Security Holders.
The description in Item 5.03 below of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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These indemnification rights are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, any agreement, or vote of stockholders or disinterested directors or otherwise.
The foregoing is only a summary of the material terms of the amended indemnification agreements, and is qualified in its entirety by reference to the form of indemnification agreement and indemnification agreement, which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 8.01. Other Events.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 1.1 Underwriting Agreement, dated as ofJuly 21, 2021 , amongRyan Specialty Group Holdings, Inc. ,Ryan Specialty Group, LLC andJ.P. Morgan Securities LLC ,Barclays Capital Inc. ,Goldman Sachs & Co. LLC andWells Fargo Securities, LLC , as representatives for the underwriters named therein. 3.1 Amended and Restated Certificate of Incorporation ofRyan Specialty Group Holdings, Inc. , datedJuly 21, 2021 . 3.2 Amended and Restated Bylaws ofRyan Specialty Group Holdings, Inc. , datedJuly 21, 2021 . 4.1 Registration Rights Agreement, datedJuly 26, 2021 , by and amongRyan Specialty Group Holdings, Inc. and the other signatories party thereto. 10.1 Tax Receivable Agreement, dated as ofJuly 26, 2021 , by and amongRyan Specialty Group Holdings, Inc. and the other signatories party thereto. 10.2 Sixth Amended and Restated Limited Liability Company Agreement ofRyan Specialty Group, LLC , dated as ofJuly 26, 2021 , by and amongRyan Specialty Group, LLC and the other signatories party thereto. 10.3 Form of Director and Officer Indemnification Agreement, by and amongRyan Specialty Group Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.4 toRyan Specialty Group Holdings, Inc.'s Registration Statement on Form S-1 filed with theSecurities and Exchange Commission onJune 21, 2021 ). 10.4 Indemnification Agreement, by and amongRyan Specialty Group Holdings, Inc. andPatrick G. Ryan , dated as ofJuly 26, 2021 . 10.5 Director Nomination Agreement, dated as ofJuly 26, 2021 , by and amongRyan Specialty Group Holdings, Inc. and the other signatories party thereto. 10.6Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 toRyan Specialty Group Holdings, Inc.'s Registration Statement on Form S-8 filed with theSecurities and Exchange Commission onJuly 26, 2021 ).
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10.7 Amendment to the Credit Agreement, datedJuly 26, 2021 , amongRyan Specialty Group, LLC andJPMorgan Chase Bank, N.A ., as administrative agent and the other lenders party thereto. 99.1 Press Release, dated as ofJuly 21, 2021 . 99.2 Press Release, dated as ofJuly 26, 2021 .
* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and will be provided on a supplemental basis to the Securities
and
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