Baldwin Insurance Group, Inc. current report, 14 June 2021

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Filing Overview

BRP Group, Inc. filed a Form 8-K dated June 14, 2021; the report was signed June 16, 2021. The filing concerns a proposed strategic acquisition and results of the 2021 Annual Meeting of Shareholders. The filing does not provide quarterly or annual operating results.

RogersGray Acquisition

  • Indirect subsidiaries Baldwin Krystyn Sherman Partners, LLC and Millennial Specialty Insurance, LLC agreed to acquire substantially all assets of RogersGray, Inc., Breakwater Insurance Brokerage, LLC, and Monomoy Insurance Group, LLC.
  • Closing was expected July 1, 2021, subject to customary closing conditions.
  • Upfront consideration included approximately $138.1 million in cash, $200,000 of Class A common stock, and approximately $52.4 million of BRP LLC units, which may be redeemed for Class A shares subject to contractual restrictions.
  • The cash consideration will be reduced by the value of any Class A shares granted to RogersGray colleagues, including the $200,000 of closing shares.
  • The sellers may receive up to approximately $72.4 million of additional contingent consideration based on post-closing, revenue-focused performance measures. Payment may be made in cash, Class A shares, or a combination, at BKS’s option.
  • The number of shares and BRP LLC units will be based on BRP’s 30-day volume-weighted average share price before closing, subject to a collar of $22.43 to $27.41 per share.
  • The securities were offered in a private transaction exempt from registration under Securities Act Section 4(a)(2). No underwriters, general solicitation, or commissions were involved.

Annual Meeting Results

  • Shareholders elected Trevor Baldwin, Barbara Matas, and Jay Cohen as directors for terms expiring at the 2024 annual meeting or until successors are elected and qualified.
  • Votes for, withheld, and broker non-votes were respectively: Trevor Baldwin—64,968,877, 9,075,212, and 2,283,317; Barbara Matas—57,657,056, 16,387,033, and 2,283,317; Jay Cohen—72,055,463, 1,988,626, and 2,283,317.
  • Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2021, with 76,325,457 votes for, 265 against, and 1,684 abstentions.

Financial Metrics, Liquidity, and Outlook

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity balances, or management guidance. It also does not describe a change in operating performance versus a prior comparable period.

Risks and Unusual Items

  • The acquisition remained subject to closing conditions and therefore was not yet completed as of the filing.
  • The transaction involves substantial cash funding, equity issuance, potential dilution, contractual lockups, and contingent consideration tied to future revenue performance.
  • The final number of shares and units depends on BRP’s share price before closing and the specified price collar.
  • The filing does not state the acquisition’s expected effect on consolidated financial results, financing arrangements, or leverage.

Investor Verification Items

  • Verify whether the RogersGray transaction closed on or around July 1, 2021 and review the final purchase consideration.
  • Confirm the number and value of Class A shares, BRP LLC units, and related Class B shares issued at closing.
  • Review subsequent filings for acquisition accounting, goodwill, financing, dilution, and contingent consideration liabilities.
  • Assess the performance conditions and potential maximum payment of approximately $72.4 million.
  • Note that the filing identifies the registrant as BRP Group, Inc.; the request metadata refers to Baldwin Insurance Group, Inc.