Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 31, 2020, Baldwin Krystyn Sherman Partners, LLC ("BKS"), an indirect
subsidiary of BRP Group, Inc. ("BRP Group"), acquired all of the issued and
outstanding equity interests of (i) Burnham Benefits Insurance Services, LLC
(which converted prior to closing to a limited liability company from a
corporation with the name Burnham Benefits Insurance Services, Inc.), (ii)
Burnham Gibson Wealth Advisors, LLC (which converted prior to closing to a
limited liability company from a corporation with the name Burnham Gibson Wealth
Advisors, Inc.) and (iii) Burnham Risk and Insurance Solutions, LLC
(collectively, such companies, "Burnham") pursuant to a purchase agreement (the
"Burnham Purchase Agreement"). At the closing of the Partnership, BRP Group's
nomenclature for a strategic acquisition, BKS paid $176.8 million in cash
(subject to reduction by the estimated value of certain grants of restricted
shares of BRP Group's Class A common stock made by BRP Group to Burnham
employees in connection with the closing of the Partnership), 21,701 shares of
BRP Group's Class A common stock, and 1,957,419 LLC units (the "LLC Units") of
BRP Group's subsidiary, Baldwin Risk Partners, LLC ("BRP LLC") (and the
corresponding 1,957,419 shares of BRP Group's Class B common stock (the "Class B
Shares") issued pursuant to the terms of BRP LLC's Third Amended and Restated
Limited Liability Company Agreement, as amended). Pursuant to the terms of the
Burnham Purchase Agreement, the sellers of Burnham will also have an opportunity
to receive additional contingent consideration of up to $98.4 million based on
the achievement of certain post-closing, revenue-focused performance measures,
which contingent consideration, if any, will be payable in cash, shares of BRP
Group's Class A common stock, or a combination of both at BKS' sole option. The
LLC Units and Class B Shares issued as part of the consideration payable under
the Burnham Purchase Agreement are subject to contractual transfer restrictions
for a period of time.
Item 9.01. Financial Statements and Exhibits.
The financial statements that are required to be filed under Item 9.01(a) and
the pro forma financial information that is required to be filed under Item
9.01(b) will be filed by an amendment to this Current Report on Form 8-K within
71 calendar days of the date on which this Current Report on Form 8-K is
required to be filed.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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