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September 17, 2019
Trevor Baldwin
Chief Executive Officer
BRP Group, Inc.
4010 W. Boy Scout Blvd.
Suite 200
Tampa, FL 33607
Re: BRP Group, Inc.
Draft Registration Statement on Form S-1
Submitted August 19, 2019
CIK No. 0001781755
Dear Mr. Baldwin:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1 submitted August 19, 2019
Coverpage
1. To facilitate an understanding of your corporate structure and the use
of proceeds, please
revise the prospectus coverpage to explain that you will be implementing
an "Up-C"
structure in connection with this offering and identify both the holding
and the operating
companies. Briefly explain the purpose of the Up-C structure, including
the future tax
benefit payment obligations to your affiliates. Also, quantify the
post-IPO ownership
stakes that the holding company and the Pre-IPO LLC Members will hold in
Baldwin
Risk Partners, Inc.
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 17, 2019 Group, Inc.
September NameBRP
September 17, 2019 Page 2
Page 2
FirstName LastName
2. Briefly explain how Baldwin Risk Partners will use the offering
proceeds and identify
Villages Invesco as an affiliated entity.
Market and industry data, page ii
3. Please tell us whether you commissioned any of the data that you
attribute to third parties
in your registration statement and provide us with copies of the
reports from the three
named sources.
Prospectus Summary, page 1
4. Please revise the Summary to explain each defined term at first use.
In particular, we note
that any metrics listed in the front Glossary should also be explained
where first presented
in the Summary. Also, please consider whether giving specific meanings
to common
terms such as "Colleagues", "Partners", and "Partnerships" is useful
or confusing to the
presentation.
5. Please revise your summary so that it is brief, concise, and avoids
repeating information
about your business and related matters provided later in your
document. In revising the
Summary, please carefully consider and identify those aspects of the
offering, your
business, and strategies that are most significant and determine how
best to highlight those
points in clear, plain language. Refer to Item 503(a) of Regulation
S-K. In particular,
please consider whether extensive information about your corporate
constitution, your
client engagement model and "How We Win" is appropriate for a
prospectus summary,
particularly since much of that detail is repeated elsewhere in your
document.
6. With reference to your historical summary presentation on page 5,
please revise the
Summary to explain that you did not have a Specialty Insurance segment
in FY2017 and
that a portion of the increase to commissions and fees for FY2018 as
compared to FY2017
resulted from this new business segment.
7. Please provide us with support for the following statements:
"we are the second fastest growing insurance broker based on our
fiscal year 2018
results" - pages 1 and 134;
we are "one of the fastest-growing privately held companies in
America for seven
consecutive years and named in lists of best companies for which to
work" - pages 2
and 134;
"industry-leading Sales Velocity" - pages 2 and 135; and
"recognition as a "destination employer"" - pages 3 and 136.
8. We refer to the second paragraph under the heading and your risk
factor disclosure at the
bottom of page 39. Please balance your disclosure concerning the
geographic scope of the
business to highlight that your business is highly concentrated in the
Southeastern United
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 17, 2019 Group, Inc.
September NameBRP
September 17, 2019 Page 3
Page 3
FirstName LastName
States.
9. Please revise your disclosure on page 2 to explain the terms "organic
revenue" and
"organic revenue growth." Also provide us the supporting data for the
FY2017 and
FY2018 performance figures and discuss any material assumptions or
estimates used in
your calculations. Also, explain to us why you believe it is
appropriate to highlight growth
rates for the Specialty Insurance segment and for "MGA of the Future"
when it appears
that you did not own these businesses during all or a portion of the
applicable performance
period. Given that the definition presented on page 23 excludes the
first twelve months of
commissions and fees from "new partners", it is not clear to us how
you would have any
organic revenues attributable to these businesses.
10. Reference is made to the images on pages 14 and 59. Please revise to
ensure that all
images and text are legible. Also, include an organizational chart
that shows your
structure prior to the reorganization and define the term "economic
interest."
11. Please revise the disclosure on page 2 to clarify what the "MGA of the
Future" platform is
and when you obtained it from Millennial Specialty Insurance LLC.
12. With regard to your disclosure on page 12 concerning BRP Group's
control over Baldwin
Risk Partners, LLC's strategic decisions and day-to-day operations,
please tell us whether
BRP Group will have sole authority to (i) determine the amount and
timing of
distributions from Baldwin Risk Partners, LLC and (ii) offer new
membership interests to
future Partners.
Risk Factors, page 10
13. Please revise the Summary to highlight risks related to your
outstanding indebtedness
(page 38), your Tax Receivable Agreement payment obligations (page
48-49) and
potential dilution resulting from your planned acquisition strategy
(page 51).
Summary historical and pro forma financial and other data , page 21
14. Please explain to us the reason you present the unaudited twelve
months ended June 30,
2019 here and elsewhere. Include for us the authoritative literature
supporting this
presentation.
15. You include a line item for 'Net income (loss) attributable to BRP
Group Inc.' in the table
on page 21 as well as on page 87. Please revise to refer to Baldwin
Risk Partners LLC or
explain to us why reference to BRP Group Inc. is appropriate.
16. The reconciliation on page 23 shows Organic revenue and Organic
revenue growth. Please
provide us the calculations for Organic growth in dollars and in
percentage for each period
presented. In this regard, we do not understand what Organic Revenue
of $56.8 million in
2018 and $38.6 million in 2017 represents given that organic growth in
2018 is $8.8
million.
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 17, 2019 Group, Inc.
September NameBRP
September 17, 2019 Page 4
Page 4
FirstName LastName
We have limited financial information about certain partners..., page 37
17. Please revise or remove the risk factor so that you do not disclaim
responsibility for the
accuracy of the figures presented in your prospectus. To the extent
that you see material
risks concerning the estimates and assumptions used in the
supplemental pro forma
financial information, please tell us your basis for presenting and
highlighting this
supplemental information.
We will be required to pay..., page 48
18. Please revise the risk factor to discuss the anticipated frequency,
timing and size of your
tax receivable payment obligations. Also, revise your Liquidity and
Capital Resources
discussion, as applicable.
The Reorganization Transactions, page 56
19. Please provide us with an analysis of the before and after
reorganization ownership of
BRP Group Inc. and Baldwin Risk Partners, LLC as support to account
for the
Reorganization Transactions as a reorganization of entities under
common control.
Use of Proceeds, page 61
20. With reference to your disclosure on page 4 that you are in active
dialogue with 22
potential partners, please tell us whether offering proceeds will be
used to finance
acquisitions. Refer to to Instruction 6 to Regulation S-K, Item 504.
Unaudited pro forma financial information, page 64
21. We will evaluate the 'Offering Adjustments' once the amounts have been
populated, and
we may have comments.
22. Refer to Note (2). Please explain to us why it is appropriate to
adjust for compensation
expense that you expect to incur following the completion of the
offering.
23. Please clarify in Note (4) how you will have the sole voting interest
in, and control the
management of, Baldwin Risk Partners, LLC. Also please clarify which
consolidation
model you will use under ASC 810-10 to consolidated Baldwin Risk
Partners, LLC, and
why you believe the model is appropriate.
24. Refer to Note (7). Please provide us with the calculations for the pro
forma interest
expense related to the incremental debt borrowed in connection with
the acquisitions of
T&C, Lykes and MSI, including the amount borrowed and the interest
rate. Please address
for both the year ended December 31, 2018 and the six months ended
June 30, 2019.
25. Please reconcile for us the pro forma amounts for revenue and net
income on page 70 to
the pro forma amounts disclosed on page F-18.
Trevor Baldwin
BRP Group, Inc.
September 17, 2019
Page 5
26. Please tell us your consideration of authoritative accounting
literature and whether or not
to adjust 'Net income (loss) attributable to controlling interests'
for the impact of amounts
of net income required to be allocated to redeemable members capital.
This comment
applies to pro forma and historical financial statements throughout
the filing.
Our History and Operating Groups, page 142
27. Please revise to discuss your contractual arrangements with your
partners. In this regard,
we note that your disclosure on page 145 indicates that your partners
are independent
businesses and that their employees and sales associates are not your
employees. To the
extent that it is material to understand whether commissions generate
from your risk
advisors as opposed to your partners' risk advisors, please revise
your business segment
discussion accordingly.
Medicare Operating Group, page 143
28. Please revise to clarify how your Medicare Operating Group is
structured. In this regard,
we note that this is the only segment that does not include a "By the
Numbers" chart. In
addition, please clarify the disclosure that you are "a partner for
1000+ 1099 Medicare
Colleagues."
Management, page 148
29. Please revise the biographies of Messrs. Wiebeck, Valentine,
Glabraith, and Hale to
clarify their employment during the most recent five years, including
in each case their
principal occupation and employment and the dates they served in those
roles. Refer to
Item 401(e)(1) of Regulation S-K.
Employment agreements, page 154
30. Please file the employment agreements of your named executive officers
as exhibits to the
registration statement. See Item 601(b)(10) of Regulation S-K.
Principal Stockholders, page 167
31. Identify the person(s) with voting and/or dispositive control for the
shares held by
Villages Invesco.
Transferability, redemption and exchange, page 173
32. Please revise to quantify the number of LLC Units outstanding. Given
your disclosures on
page 4 and 51 concerning the importance of issuing LLC units as part of
your acquisition
FirstName LastNameTrevor Baldwindiscuss here, and elsewhere as appropriate,
whether there
strategy, please also revise to
Comapanylimitations on the number of LLC units issuable in the future and
whether the holding
are NameBRP Group, Inc.
company will be required to own a majority of the membership units.
September 17, 2019 Page 5
FirstName LastName
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 17, 2019 Group, Inc.
September NameBRP
September 17, 2019 Page 6
Page 6
FirstName LastName
Index to Consolidated Financial Statements, page F-1
33. Please include audited financial statements of the registrant, BRP
Group, Inc.
Unaudited consolidated statements of members' equity (deficit) and mezzanine
equity for the six
months ended June 30, 2019, page F-6
34. Please explain to us why the 'Issuance of Voting Common Units to
redeemable common
equity holder' of $5,509,355 is not reflected as a reconciling item
within cash flows
provided by operating activities on the statements of cash flows
consistent with how this
item is presented for other periods. In addition justify for us the
other periods inclusion as
such reconciling item.
Notes to Consolidated Financial Statements
2. Significant accounting Policies
Revenue recognition, page F-43
35. Your disclosure states that profit-sharing commissions are accrued
over time relative to
the recognition of the corresponding core commissions. Please explain
why are they
accrued over time since commissions are recognized at a point in time.
Intangible assets, net and goodwill, page F-45
36. You disclose that the Company assesses the carrying value of its
intangible assets by
comparison of a reasonable multiple applied to either corresponding
revenues or
EBITDA, as well as considering the estimated future cash flows
generated by the
corresponding reporting unit. Please explain how this complies with
ASC 350-30-35-14.
4. Revenue, page F-52
37. You disclose that Agency bill revenue includes commission revenue and
revenue earned
by specialty insurance consulting. Given that commission revenue is
earned at a point in
time and consulting revenue is earned over time, please provide
disclosure that breaks out
these two revenues separately.
10. Members' equity (deficit) and noncontrolling interest
Incentive Units, page F-58
38. Please explain how you determine the fair value of a partnership unit
to use in the Black-
Scholes model. Please clarify whether you have any unrecognized
expense at the balance
sheet dates and if so, the period over which it will be recognized.
Exhibits
39. Please file the following as exhibits: (i) the Cadence credit
agreement, (ii) the Villages
Invesco credit agreement and (iii) the Voting Agreement.
Trevor Baldwin
BRP Group, Inc.
September 17, 2019
Page 7
General
40. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
41. Please provide us proofs of all graphics, visual, or photographic
information you will
provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
Please note that we may have comments regarding this material.
You may contact Vanessa Robertson at (202) 551-3649 or Jim Rosenberg,
Senior
Assistant Chief Accountant, at (202) 551-3679 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeffrey Gabor at (202)
551-2544 or
Joseph McCann at (202) 551-6262 with any other questions.
FirstName LastNameTrevor Baldwin Sincerely,
Comapany NameBRP Group, Inc.
Division of
Corporation Finance
September 17, 2019 Page 7 Office of
Healthcare & Insurance
FirstName LastName