BRP GROUP, INC. FILES (8-K) Disclosing Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.
On November 4, 2021, Baldwin Krystyn Sherman Partners, LLC ("BKS") and Burnham
Benefits Insurance Services, LLC ("Burnham" and, together with BKS, the
"Buyers"), each an indirect subsidiary of BRP Group, Inc. ("BRP Group"), entered
into an agreement (the "WGB Purchase Agreement") to acquire substantially all of
the assets of Wood Gutmann & Bogart Insurance Brokers, WGB Benefits Insurance
Brokers, L.P., and Performance Bonding Surety & Insurance Brokerage, L.P.
(collectively, "WGB"). The Partnership, BRP Group's nomenclature for a strategic
acquisition, is expected to close on December 1, 2021, subject to certain
closing conditions. Pursuant to the terms of the WGB Purchase Agreement, the
upfront consideration for the Partnership comprises:
•approximately $114.0 million in cash (which will be reduced by the value of any
shares of Class A common stock of BRP Group granted to WGB colleagues in
connection with the Partnership);
•201,189 shares of Class A common stock of BRP Group (which shares will be
issued in addition to the shares of Class A common stock of BRP Group granted to
WGB colleagues, but will not reduce the cash portion of the upfront
consideration for the Partnership); and
•696,897 units of Baldwin Risk Partners, LLC ("BRP LLC") (each of which the
holder may cause to be redeemed for one share of Class A common stock of BRP
Group, subject to certain contractual lockup restrictions) and the corresponding
696,897 shares of Class B common stock of BRP Group to be issued pursuant to the
terms of BRP LLC's Third Amended and Restated Limited Liability Company
Agreement, as amended.
In addition, under the terms of the WBG Purchase Agreement, to the extent
certain assets are not able to be included in the assets acquired by the Buyers
at the closing of the Partnership, the Buyers will hold back a portion of the
consideration listed above comprising approximately $9.8 million in cash and
21,824 shares of Class A common stock of BRP Group, which consideration will be
delivered to WGB and certain of its related parties post-closing upon the
acquisition by the Buyers of such additional assets.
Further, under the terms of the WGB Purchase Agreement, WGB will have the
opportunity to receive additional contingent consideration of up to
approximately $49.6 million based upon the achievement of certain post-closing
primarily revenue-focused performance measures, which contingent consideration
is payable in cash, shares of Class A common stock of BRP Group or a combination
of both at the Buyers' sole option. The securities to be issued as part of the
consideration payable under the WGB Purchase Agreement will be subject to
contractual transfer restrictions for a period of time.
No underwriters were involved in these sales. There was no general solicitation
of investors or advertising, and BRP Group did not pay or give, directly or
indirectly, any commission or other remuneration, in connection with the
offering of these securities. In the transactions described above, the
recipients of the securities represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were or will be affixed
to the issued securities.
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
       104               Cover Page Interactive Data File (embedded within the inline XBRL document)

--------------------------------------------------------------------------------