The Baldwin Group Announces $500 Million Offering of Senior Secured Notes due 2031
08 May 2024 - 9:12PM
Business Wire
The Baldwin Group, the go-to-market brand name for The Baldwin
Insurance Group, Inc. (formerly BRP Group, Inc.) (“Baldwin”)
(NASDAQ: BRP), announced today the offering by its direct
subsidiary The Baldwin Insurance Group Holdings, LLC (“Baldwin
Holdings”) and a wholly-owned corporate subsidiary of Baldwin
Holdings (the “co-issuer”) of $500 million aggregate principal
amount of proposed senior secured notes due 2031 (the “notes”),
subject to market and other conditions.
The notes will be guaranteed by each of Baldwin Holdings’
material domestic wholly-owned subsidiaries that are expected to
guarantee Baldwin Holdings’ new credit facilities, which Baldwin
Holdings intends to enter into substantially concurrently with the
issuance of the notes. The notes will be senior secured obligations
and will be secured on a first-priority lien basis by all of the
assets of Baldwin Holdings, the co-issuer and the guarantors that
are expected to secure indebtedness under Baldwin Holdings’ new
credit facilities.
Baldwin Holdings intends to use the net proceeds from the
issuance of the notes, together with borrowings under its proposed
new term loan facility that was also announced today and cash on
hand, to repay in full the entire outstanding amount, or
approximately $996.2 million, of borrowings under its existing term
loan facility and repay in full the entire outstanding amount, or
approximately $351 million, of borrowings under its existing
revolving facility and to pay fees, costs, expenses and accrued
interest relating to the credit refinancing transactions, and any
remaining proceeds for general corporate purposes. The closing of
the new credit facilities and the terms thereof are subject to
obtaining lender commitments, as well as market and other
conditions, and there can be no assurance as to whether or when the
new credit facilities or the issuance of the notes may be
completed, or as to the actual size or terms thereof.
The notes are being offered only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and
only to non-U.S. persons outside the United States pursuant to
Regulation S. The notes will not be registered under the Securities
Act or the securities laws of any state and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements under the Securities
Act and applicable state securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the notes or any other securities
and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, the notes or any other securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful. The offering is made only by, and pursuant to, the terms
set forth in the related offering memorandum. The offering is not
being made to persons in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
ABOUT THE BALDWIN GROUP
The Baldwin Group, the go-to-market brand name for The Baldwin
Insurance Group, Inc. (NASDAQ: BRP) and its affiliates, is an
independent insurance distribution firm providing indispensable
expertise and insights that strive to give our clients the
confidence to pursue their purpose, passion, and dreams. As a team
of dedicated entrepreneurs and insurance professionals, we have
come together to help protect the possible for our clients. We do
this by delivering bespoke client solutions, services, and
innovation through our comprehensive and tailored approach to risk
management, insurance, and employee benefits. We support our
clients, colleagues, insurance company partners, and communities
through the deployment of vanguard resources and capital to drive
our organic and inorganic growth. The Baldwin Group proudly
represents more than two million 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 our expectations or beliefs
concerning future events. Forward-looking statements are statements
other than historical facts and may include statements that address
our future operating, financial or business performance or our
strategies, expectations, anticipated achievements or ability to
raise or refinance debt. 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 Baldwin’s Annual Report on Form 10-K
for the year ended December 31, 2023 and the offering memorandum
for this offering, and in Baldwin’s other filings with the U.S.
Securities and Exchange Commission (the “SEC”), which are available
free of charge on the SEC’s website at: www.sec.gov, including
those risks and other factors relevant to this offering and the
notes, our business, financial condition and results of operations,
and the risk that we will not be able to incur the new credit
facilities in a timely manner or at all, the risk that we will be
unable to satisfy the conditions to the closing of the new credit
facilities, the risk that the new credit facilities will not be
available on favorable terms or at all, and the risk that we will
be unable to pay down the balance of our existing credit facilities
as intended. 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 us or to persons acting
on our behalf 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 we do not
undertake any obligation to update them in light of new
information, future developments or otherwise, except as may be
required under applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240507529427/en/
MEDIA RELATIONS Anna Rozenich, Senior Director,
Enterprise Communications The Baldwin Group 630.561.5907 |
Anna.rozenich@baldwin.com
INVESTOR RELATIONS Bonnie Bishop, Executive Director,
Investor Relations The Baldwin Group 813.259.8032 |
IR@baldwin.com
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