BRP Group, Inc. Completes Acquisitions of Founder Shield and The Capital Group
BRP Group, Inc. (NASDAQ: BRP) has successfully completed acquisitions of FounderShield LLC, AlphaRoot LLC, ReShield LLC, Scale Underwriting Services LLC, and TCG Financial Holding Company, LLC. These partnerships aim to enhance BRP's insurance distribution capabilities. To incentivize new employees, BRP plans to issue restricted shares of Class A Common Stock, with grants scheduled for October 1, 2021. The cash payments to the acquired firms have been adjusted to account for these grants.
- Strategic acquisitions aimed at strengthening BRP's insurance distribution market presence.
- Issuance of restricted stock grants to incentivize talent and align interests.
- Upfront cash payments to acquired firms reduced, indicating potential cash flow implications.
TAMPA, Fla., Aug. 02, 2021 (GLOBE NEWSWIRE) -- BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions, today announced that Millennial Specialty Insurance, LLC (“MSI,” also known as BRP Group’s “MGA of the Future”), an indirect subsidiary of BRP Group, completed the previously announced acquisition of FounderShield LLC, AlphaRoot LLC, ReShield LLC and Scale Underwriting Services LLC (collectively, “Founder Shield”), and that the Company, through its indirect subsidiaries, completed the previously announced acquisition of TCG Financial Holding Company, LLC and certain of its subsidiaries (collectively, operating as “The Capital Group”).
In connection with the Partnerships, BRP Group’s nomenclature for strategic acquisitions, BRP Group intends to issue restricted shares of the Company’s Class A Common Stock (each, a “Grant”) to new employees that the Compensation Committee of the Board of Directors of the Company previously approved. The Grants will be issued pursuant to the Company’s Partnership Inducement Award Plan in accordance with the exemption provided by NASDAQ Listing Rule 5635(c)(4). The Grants will be formally issued on October 1, 2021.
The Compensation Committee approved the Grants to motivate and reward the recipients to perform at the highest levels and contribute significantly to the success of BRP Group and its affiliates. The previously announced upfront cash payments to Founder Shield and The Capital Group were reduced by the estimated value of the applicable Grants.
The below table summarizes the material terms of the Grants.
| Partnership | Number of Grantees | Aggregate Shares Granted | Vesting Terms* |
| Founder Shield | 52 | 99,339 | |
| The Capital Group | 44 | 57,734 |
*Vesting is subject to continued employment through the applicable vesting date.
ABOUT BRP GROUP, INC.
BRP Group, Inc. (NASDAQ: BRP) is an independent insurance distribution firm delivering tailored insurance and risk management insights and solutions that give our clients the peace of mind to pursue their purpose, passion and dreams. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits, and support our clients, Colleagues, Insurance Company Partners and communities through the deployment of vanguard resources and capital to drive our growth. BRP Group represents over 600,000 clients across the United States and internationally. For more information, please visit www.baldwinriskpartners.com. Learn more about BKS-Partners at www.bks-partners.com. Learn more about MSI at www.msimga.com.
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 Group’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 Group’s strategies or expectations, including those about these Partnerships. 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 Group’s Annual Report on Form 10-K for the year ended December 31, 2020, and BRP Group’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 risks and other factors relevant to BRP Group’s integration of these Partnerships, matters assessed in BRP Group’s due diligence, risks related to the disruption of management time from ongoing business operations due to these Partnerships, the business, financial condition and results of operations of BRP Group or these Partners, or both, and factors related to the potential effects of the COVID-19 pandemic on BRP Group’s 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 Group or to persons acting on behalf of BRP Group 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 Group 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
Bonnie Bishop, Executive Director
Baldwin Risk Partners
(813) 906-2337 | bonnie.bishop@baldwinriskpartners.com
FAQ
What companies did BRP Group acquire?
What is the purpose of the acquisitions by BRP?
When will the restricted stock grants be issued?
How many shares are granted to new employees in the acquisitions?
What are the vesting terms for the stock grants?
