As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BRP GROUP, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
|(I.R.S. Employer |
4211 W. Boy Scout Blvd.
Tampa, FL 33607
|(Address of Principal Executive Offices, Including Zip Code)|
BRP Group, Inc. Omnibus Incentive Plan
(Full title of the plan)
Trevor L. Baldwin
Bradford L. Hale
Chief Accounting Officer
|(Name, address and telephone number, including area code, of agent for service)|
|With a copy to:|
Kevin L. Vold
Shashi N. Khiani
1401 Eye (“I”) Street, N.W., Suite 800
Washington, D.C. 20005
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer x||Accelerated filer ¨|
|Non-accelerated filer ¨ (Do not check if a smaller reporting company)||Smaller reporting company ¨|
|Emerging growth company ¨|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ¨complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering an additional 2,319,045 shares of Class A Common Stock that are issuable at any time or from time to time under the Plan. Pursuant to General Instruction E, the contents of the Registration Statement on Form S-8 filed for the Plan (Registration No. 333-234309) with the Securities and Exchange Commission (the “Commission”) on October 24, 2019, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented by the information set forth below.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Annual Report"), filed with the Commission on February 28, 2023, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in clause (a) above; and
(c) The description of the Registrant’s capital stock which is contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-39095), dated October 17, 2019, including any amendments or supplements thereto.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
|4.1||Amended and Restated Certificate of Incorporation of BRP Group, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 31, 2019 (Registration No. 001-39095))|
|4.2||Amended and Restated By-Laws of BRP Group, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 31, 2019 (Registration No. 001-39095))|
|4.3||Certificate of Amendment to BRP Group, Inc.’s Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 15, 2020 (Registration No. 001-39095))|
|5.1||Opinion of Polsinelli PC (filed herewith)|
|23.1||Consent of PricewaterhouseCoopers LLP (filed herewith)|
|23.2||Consent of Polsinelli PC (included in Exhibit 5.1)|
|24.1||Powers of Attorney (included in signature pages hereof)|
|107.1||Filing Fee Table|
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tampa, Florida on the 28th day of February, 2023.
|BRP GROUP, INC.|
|By:||/s/ Seth Cohen|
|Title:||General Counsel and Corporate Secretary|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Trevor Baldwin, Brad Hale, and Seth Cohen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|/s/ L. Lowry Baldwin||Chairman of the Board of Directors||February 28, 2023|
|L. Lowry Baldwin|
|/s/ Trevor L. Baldwin||Chief Executive Officer and Director||February 28, 2023|
|Trevor L. Baldwin||(Principal Executive Officer)|
|/s/ Bradford L. Hale||Chief Financial Officer||February 28, 2023|
|Bradford L. Hale||(Principal Financial Officer)|
|/s/ Corbyn Lichon||Chief Accounting Officer||February 28, 2023|
|Corbyn Lichon||(Principal Accounting Officer)|
|/s/ Kris Wiebeck||Director and Chief Strategy||February 28, 2023|
|/s/ Chris T. Sullivan||Director||February 28, 2023|
|Chris T. Sullivan|
|/s/ Phillip E. Casey||Director||February 28, 2023|
|Phillip E. Casey|
|/s/ Jay Cohen||Director||February 28, 2023|
|/s/ Barbara Matas||Director||February 28, 2023|
|/s/ Joseph Kadow||Director||February 28, 2023|
|/s/ Myron K. Williams||Director||February 28, 2023|
|Myron K. Williams|
|/s/ Sunita Parasuraman||Director||February 28, 2023|
|/s/ Ellyn Shook||Director||February 28, 2023|
1401 Eye Street NW, Suite 800, Washington, DC 20005 · (202) 783-3300
February 28, 2023
Board of Directors
BRP Group, Inc.
4211 W. Boy Scout Blvd.
Tampa, FL 33607
Re: BRP Group, Inc. -- Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel to BRP Group, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering of up to an aggregate of 2,319,045 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”), which Shares are issuable pursuant to the Company’s Omnibus Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to the authentic original documents of all documents submitted to us as copies (including electronic copies). We have also assumed that the Company has and will have sufficient authorized but unissued and unreserved shares of Class A common stock available for issuance as provided in the Registration Statement. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based, as to matters of law, solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules, or regulations.
Based upon, subject to, and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration, if any, for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof, the Plan, and any underlying award agreements or letters, the Shares will be validly issued, fully paid, and nonassessable.
This opinion has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.
Very truly yours,
/s/ POLSINELLI PC
Atlanta Boston Chicago Dallas Denver Houston Kansas City Los Angeles Miami Nashville New York Phoenix
St. Louis San Francisco Seattle Silicon Valley Washington, D.C. Wilmington
Polsinelli PC, Polsinelli LLP in California
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of BRP Group, Inc. of our report dated February 28, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in BRP Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
February 28, 2023
Calculation of Filing Fee Table
BRP Group, Inc.
Newly Registered Securities
|Fee Rate||Amount of |
|Fees to be Paid||Equity||Class A common stock, par value $0.01 per share||Rule 457(c) and Rule 457(h)||2,319,045||$28.61||$66,347,877.45||0.0001102||$7,311.54|
|Total Offering Amounts||$66,347,877.45||$7,311.54|
|Total Fees Previously Paid||--|
|Total Fee Offsets||--|
|Net Fee Due||$7,311.54|
|(1)||This Registration Statement on Form S-8 (this “Registration Statement”) covers shares of Class A common stock, $0.01 par value per share (“Class A Common Stock”), of BRP Group, Inc. (the “Company” or “Registrant”) (i) authorized for issuance under the BRP Group, Inc. Omnibus Incentive Plan (the “Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Class A Common Stock that may become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction.|
|(2)||Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price per Unit and the Maximum Aggregate Offering Price are based on the average of the high ($29.04) and low ($28.17) prices of the Registrant's Class A Common Stock as reported on the NASDAQ Global Select Market on February 22, 2023, rounded up to the nearest penny.|
|(3)||Rounded up to the nearest penny.|