Focus Financial Partners Announces Launch of Secondary Offering of Class A Common Stock
Focus Financial Partners Inc. (NASDAQ:FOCS) announced a secondary offering of 7,419,939 shares of its Class A common stock. This includes 7,144,244 shares from certain stockholders affiliated with Kohlberg Kravis Roberts & Co. L.P. and 275,695 shares from Focus itself. KKR will exit ownership interests in Focus post-offering. The net proceeds from the shares offered by Focus will be directed to Focus LLC for unit purchases. Importantly, this offering will not dilute existing shareholders. Goldman Sachs is the sole book-running manager for the offering.
- No dilution impact on existing shareholders.
- Strategic exit for KKR from Focus ownership.
- None.
NEW YORK, NY / ACCESSWIRE / June 21, 2021 / Focus Financial Partners Inc. (NASDAQ:FOCS) ("Focus") announced today that it has launched an underwritten secondary offering of 7,419,939 shares of its Class A common stock. This amount consists of 7,144,244 shares being offered by certain selling stockholders of Focus affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR") and 275,695 shares being offered by Focus (the "Offering") on behalf of certain of the existing unitholders of Focus Financial Partners, LLC ("Focus LLC"), its operating subsidiary. If this offering is consummated on these terms, KKR will no longer own interests in Focus or Focus LLC.
Focus will not receive any proceeds from the sale of the Class A common stock offered by KKR. Focus intends to contribute the net proceeds from the sale of the shares of Class A common stock that it is offering to Focus LLC in exchange for newly issued common units in Focus LLC. Focus LLC will use such contributed amount to purchase units in Focus LLC from certain unitholders, including certain of Focus' employees and principals of its partner firms, but not including Focus' executive officers and directors, and in connection with such purchase, Focus will cancel the corresponding shares of its Class B common stock, as applicable.
All net proceeds from this offering will be paid to KKR and to existing Focus LLC unitholders in exchange for Focus LLC units. This offering will not have a dilutive impact on existing shareholders.
Goldman Sachs & Co. LLC is acting as sole book-running manager for the Offering. A shelf registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the "SEC") and is effective. The Offering may be made only by means of a prospectus supplement and an accompanying base prospectus. A preliminary prospectus supplement and accompanying base prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy shares of Class A common stock and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.
About Focus Financial Partners Inc.
Focus Financial Partners is a leading partnership of independent, fiduciary wealth management firms. Focus provides access to best practices, resources, and continuity planning for its partner firms who serve individuals, families, employers and institutions with comprehensive wealth management services. Focus partner firms maintain their operational independence, while they benefit from the synergies, scale, economics and best practices offered by Focus to achieve their business objectives.
Cautionary Note Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding the Offering and the use of proceeds therefrom, represent Focus's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Focus's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Focus does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Focus to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Focus's filings with the SEC, including Focus's annual report on Form 10-K for the year ended December 31, 2020. The risk factors and other factors noted therein could cause its actual results to differ materially from those contained in any forward-looking statement.
Investor and Media Contact
Tina Madon
Senior Vice President
Head of Investor Relations & Corporate Communications
Focus Financial Partners
P: +1-646-813-2909
tmadon@focuspartners.com
SOURCE: Focus Financial Partners
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FAQ
What is the significance of Focus Financial's secondary offering on June 21, 2021?
Who is managing the secondary offering for Focus Financial Partners?
Will KKR continue to own shares in Focus Financial Partners after the offering?
How will the proceeds from the secondary offering be used?
Is the secondary offering of Class A common stock by Focus Financial Partners dilutive?
