Item 3.02. Unregistered Sales of
The following list sets forth information regarding all unregistered securities
offered, sold or issued by
• OnJuly 31, 2020 ,BRP Medicare Insurance III, LLC ("Medicare III"), a subsidiary ofBRP Group , acquired substantially all of the assets ofMedicare Insurance Advisors, Inc. ("MIA"), aKnoxville, Tennessee -based independentField Marketing Organization for Medicare insurance solutions, pursuant to an Asset Purchase Agreement (the "MIA Purchase Agreement"). At the closing of the Partnership,BRP Group's nomenclature for a strategic acquisition, the consideration paid for the Partnership comprised$2.3 million of cash and 25,491 shares ofBRP Group's Class A common stock. The securities issued as part of the consideration paid under the MIA Purchase Agreement are subject to contractual transfer restrictions for a period of time. Under the terms of the MIA Purchase Agreement, MIA will also have the opportunity to receive additional contingent earnout consideration of up to$4.2 million based on the achievement of certain post-closing revenue-focused performance measures, which contingent earnout consideration is payable in cash, shares ofBRP Group's Class A common stock or a combination of both at Medicare III's sole option. • OnNovember 5, 2020 ,Baldwin Krystyn Sherman Partners, LLC ("BKS"), a subsidiary ofBRP Group , entered into an agreement (the "Insgroup Purchase Agreement") to acquire all of the outstanding equity interests ofInsgroup, Inc. ("Insgroup"), aHouston, Texas -based provider of commercial P&C insurance, employee benefits and private client solutions to middle-market companies and individuals. The Partnership is expected to close onNovember 30, 2020 , subject to certain closing conditions. Pursuant to the terms of the Insgroup Purchase Agreement, the consideration for the Partnership comprises$100.4 million in cash, as well as 154,695 shares ofBRP Group's Class A common stock and 3,790,020 LLC units ofBRP Group's subsidiary,Baldwin Risk Partners, LLC ("BRP LLC ") (and the corresponding 3,790,020 shares ofBRP Group's Class B common stock to be issued pursuant to the terms ofBRP LLC's Third Amended and Restated Limited Liability Company Agreement, as amended), provided, thatInsgroup may elect to decrease the number of shares ofBRP Group's Class A common stock to be included in the consideration for the Partnership, and increase the number of LLC units (and the corresponding shares ofBRP Group's Class B common stock) to be included in the consideration for the Partnership on a one-for-one basis with the decrease in the number of shares ofBRP Group's Class A common stock to be included in the consideration for the Partnership. Under the terms of theInsgroup Purchase Agreement,Insgroup will also have the opportunity to receive additional contingent consideration of up to$66.1 million based upon the achievement of certain post-closing revenue-focused performance measures, which contingent consideration is payable in cash, shares ofBRP Group's Class A common stock or a combination of both at BKS' sole option. The securities to be issued as part of the consideration payable under the Insgroup Purchase Agreement will be subject to contractual transfer restrictions for a period of time.
The securities described above were offered to a limited number of investors, all of which had sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment, and for nominal consideration. The offer, sale and issuance, as applicable, of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description Cover Page Interactive Data File (embedded within the inline XBRL 104 document)
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