BRP Group, Inc. Announces Pricing of Its Public Offering of Common Stock

Rhea-AI Summary

BRP Group, Inc. (NASDAQ: BRP) announced a public offering of 8,750,000 shares of its Class A common stock priced at $29.50 each, with a potential additional purchase of 1,312,500 shares by underwriters. The offering is set to close on December 11, 2020. Proceeds will contribute to purchasing membership interests in Baldwin Risk Partners, LLC, cover offering expenses, and support working capital and partnerships. The company plans to buy LLC Units from key executives and affiliated entities, enhancing its operational capacity and growth potential.

Positive

• Proceeds from the offering will support future partnerships and operational growth.
• Funding will be utilized for working capital and expenses related to the offering.

Negative

• Issuance of new shares may lead to shareholder dilution.

TAMPA, Fla., Dec. 08, 2020 (GLOBE NEWSWIRE) -- BRP Group, Inc. (“BRP” or the “Company”) (NASDAQ: BRP) today announced the pricing of its offering of 8,750,000 shares of its Class A common stock at a price to the public of $29.50 per share. The underwriters for the offering also have a 30-day option to purchase up to 1,312,500 additional shares of its Class A common stock. BRP Class A common stock trades on the Nasdaq Global Select Market under the ticker symbol “BRP.” The offering is expected to close on December 11, 2020, subject to customary closing conditions.

BRP intends to use a portion of the net proceeds from the sale of the shares of Class A common stock offered in the offering to purchase newly issued membership interests of Baldwin Risk Partners, LLC (“LLC Units”) from its operating subsidiary Baldwin Risk Partners, LLC. Baldwin Risk Partners, LLC intends to use the proceeds from the sale of LLC Units to BRP as follows: (i) to pay fees and expenses in connection with the offering and (ii) for working capital and other general corporate purposes, including the Partnership with Burnham Benefits Insurance Services, Inc., Burnham Gibson Wealth Advisors, Inc. and Burnham Risk and Insurance Solutions, LLC (collectively, “Burnham”) and other Partnership opportunities that BRP is considering and future Partnership opportunities.

BRP intends to use the remaining net proceeds from the sale of the shares of Class A common stock offered in the offering to purchase 100,000 LLC Units from Lowry Baldwin, Chairman of BRP, and/or affiliated entities, 100,000 LLC Units from Elizabeth Krystyn, one of BRP’s founders, and/or affiliated entities, 100,000 LLC Units from Laura Sherman, one of BRP’s founders, and/or affiliated entities, 100,000 LLC Units from Kristopher Wiebeck, Chief Financial Officer of BRP, and/or affiliated entities, and 100,000 LLC Units from John Valentine, Chief Partnership Officer of BRP, and/or affiliated entities.

If the underwriters exercise their option to purchase additional shares of Class A common stock in full, BRP intends to use the additional net proceeds it receives to purchase up to 466,667 additional LLC Units from Lowry Baldwin, Chairman of BRP, and/or affiliated entities, 200,000 additional LLC Units from Elizabeth Krystyn, one of BRP’s founders, and/or affiliated entities, 300,000 additional LLC Units from Laura Sherman, one of BRP’s founders, and/or affiliated entities, 100,000 additional LLC Units from Kristopher Wiebeck, Chief Financial Officer of BRP, and/or affiliated entities, and 50,000 additional LLC Units from John Valentine, Chief Partnership Officer of BRP, and/or affiliated entities.

BRP intends to use the remaining net proceeds from the underwriters’ exercise of their option to purchase additional shares of Class A common stock to purchase additional newly issued LLC Units from Baldwin Risk Partners, LLC. Baldwin Risk Partners, LLC intends to use the proceeds from the sale of additional LLC Units to BRP for the same purposes as stated above.

J.P. Morgan, BofA Securities, Wells Fargo Securities, Morgan Stanley, Jefferies and William Blair are acting as joint book-running managers, and Keefe, Bruyette & Woods, A Stifel Company, Raymond James, Dowling & Partners Securities LLC and Capital One Securities are acting as co-managers for the offering.

A registration statement (including a base prospectus) and a preliminary prospectus supplement relating to these securities have been filed with the Securities and Exchange Commission. The registration statement became automatically effective upon filing. The offering is being made only by means of a prospectus supplement (including the accompanying base prospectus). A copy of the final prospectus supplement, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com; Wells Fargo Securities, LLC, 500 West 33rd Street, New York, NY 10001, Attn: Equity Syndicate Department, or by telephone at 1-800-326-5897 or by email at cmclientsupport@wellsfargo.com; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT BRP GROUP, INC.

BRP Group, Inc. (NASDAQ: BRP) is a rapidly growing independent insurance distribution firm delivering tailored insurance and risk management insights and solutions. BRP represents over 500,000 clients across the United States and internationally.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP’s strategies or expectations, including those about the offering. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.

Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in BRP’s Annual Report on Form 10-K for the year ended December 31, 2019, BRP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020 and the preliminary prospectus supplement related to the offering, and in BRP’s other filings with the SEC, which are available free of charge on the Securities and Exchange Commission’s website at: www.sec.gov, including those factors relevant to this offering and BRP’s Class A common stock, debt obligations and related restrictions, liquidity, Partnership pipeline and business, financial condition and results of operations, as well as factors related to the potential effects of the COVID-19 pandemic on our business, financial condition and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to BRP or to persons acting on behalf of BRP are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and BRP does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.

CONTACTS

INVESTOR RELATIONS

Investor Relations
(813) 259-8032 | IR@baldwinriskpartners.com

PRESS

Rachel Carr, Marketing Director
Baldwin Risk Partners
(813) 418-5166 | Rachel.Carr@baldwinriskpartners.com

FAQ

What is the share price for BRP's recent offering?

BRP's recent offering is priced at $29.50 per share.

How many shares are being offered by BRP?

BRP is offering 8,750,000 shares of its Class A common stock.

What will BRP do with the proceeds from the stock offering?

BRP intends to use the proceeds for working capital, expenses related to the offering, and to purchase LLC Units from key executives.

When will the offering for BRP close?

The offering is expected to close on December 11, 2020.

What does the underwriters' option entail for BRP's stock offering?

Underwriters have a 30-day option to purchase up to 1,312,500 additional shares.