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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 6, 2023
FOCUS
FINANCIAL PARTNERS INC.
(Exact name of registrant as specified in
its charter)
Delaware |
001-38604 |
47-4780811 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
|
|
|
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875
Third Avenue, 28th
Floor |
|
|
New York, NY 10022 |
|
|
(Address of principal executive offices) |
|
|
(Zip Code) |
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|
(646) 519-2456 |
|
|
Registrant’s Telephone Number, Including Area Code |
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below)
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.01 per share |
|
FOCS |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
Legal Proceedings Regarding the Mergers
As previously disclosed, on February 27, 2023,
Focus Financial Partners Inc. (the “Company”), Ferdinand FFP Acquisition, LLC (“Parent”), Ferdinand FFP Merger
Sub 1, Inc. (“Company Merger Sub”), Ferdinand FFP Merger Sub 2, LLC, (“LLC Merger Sub”) and Focus Financial
Partners, LLC (“Focus LLC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Parent and
Merger Subs are affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone
Point”). On the terms and subject to the conditions set forth in the Merger Agreement, among other things, LLC Merger Sub will merge
with and into Focus LLC (the “LLC Merger”), with Focus LLC surviving the LLC Merger and immediately following the LLC Merger,
Company Merger Sub will merge with and into the Company (the “Company Merger”, and collectively with the LLC Merger, the “Mergers”)
with the Company surviving the Company Merger as a wholly-owned subsidiary of Parent. As a result of the Mergers, the Company will cease
to be a publicly traded company. On June 12, 2023, the Company filed a definitive proxy statement (the “Proxy Statement”)
with the Securities and Exchange Commission (“SEC”) for the solicitation of proxies in connection with a special meeting of
the Company’s stockholders to be held on July 14, 2023 to consider and vote on several proposals, including the adoption of
the Merger Agreement.
A purported holder of the Company Class A
common stock, par value $0.01 per share, has filed a complaint against the Company, each of the directors of Company, CD&R and Stone
Point in the Supreme Court of the State of New York, Nassau County. The case is Brian Levy v. Ruediger Adolf., et al., Index
No. 609664/2023. The complaint generally alleges that the defendants violated New York common law by omitting supposedly material
information in the Proxy Statement filed by the Company with the SEC. The complaint seeks various remedies, including, among other things,
injunctive relief to prevent the consummation of the Mergers unless certain alleged material information is disclosed.
In order to moot what the Company considers to
be unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information
to its stockholders, the Company has determined to voluntarily supplement the Proxy Statement as described in this Current Report on Form 8-K.
Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws
of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the foregoing complaint,
including without limitation that any additional disclosure was or is required. As a result of the supplemental disclosures set forth
herein, the named plaintiff in the Levy action has decided that the claims in the lawsuit have been mooted and will dismiss the
action with prejudice on or before July 11, 2023.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information
regarding the Proxy Statement to its stockholders. These disclosures should be read in connection with the Proxy Statement, which should
be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Proxy
Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. Defined terms used but
not defined herein have the meanings set forth in the Proxy Statement. The Company makes the following amended and supplemental disclosures
(with additional language in bold and underlined text below):
The disclosure in the section entitled “Special Factors —
Background of the Mergers” is hereby amended and supplemented by adding the text below to the fourth paragraph on page 39 of
the Proxy Statement (with the bold and underline text indicating additional language):
On January 11, 2023, the Special Committee
held a meeting by videoconference with representatives of each of Potter Anderson and the Special Committee Financial Advisors in attendance.
The representatives of Goldman Sachs provided an update on the Special Committee’s outreach, including that (a) Party F had
indicated that it would require additional due diligence material before it could be in a position to submit an initial bid for a potential
acquisition of the Company, (b) Party E would require Stone Point to roll over its equity interests in the Company in a potential
acquisition and make an additional equity investment in the pro forma company resulting from a potential acquisition, and (c) Party
I had provided a list of follow up due diligence questions. The Special Committee authorized representatives of the Special Committee
Financial Advisors to contact Party F, Party E and Party I and request that, if those bidders were interested, they should promptly deliver
an initial proposal, including their view on the Company’s valuation. Representatives of the Special Committee Financial Advisors
then discussed with the Special Committee (i) the Tax Receivable Agreements, (ii) the quantum of additional value that could
potentially be available for an increase in per share purchase price offered by CD&R if Stone Point and Company management
forfeit all of their Holder TRA Payoff Amounts in a Potential Transaction, which equaled approximately $1.85 per share,
and (iii) certain potential treatments that the Special Committee could propose with respect to the Holder TRA Payoff Amounts otherwise
payable to Stone Point and Company management in a Potential Transaction, including a full or partial waiver of the TRA Payoff Amounts
that would become payable in connection with a Change of Control (as defined under the Tax Receivable Agreements), the Tax Receivable
Agreements remaining in place with a waiver of the occurrence of a Change of Control (as defined under the Tax Receivable Agreements)
or the Tax Receivable Agreements remaining in place with the amount of future payments crystallized.
The disclosure in the section entitled “Special Factors —
Background of the Mergers” is hereby amended and supplemented by adding the text below to the fifth and eighth paragraphs on page 52
of the Proxy Statement (with the bold and underline text indicating additional language):
On February 24, 2023, Jefferies delivered
an updated relationships disclosure memorandum to the Special Committee. The updated disclosure memorandum reflected that there
had been no material changes in respect of the relationships previously disclosed.
Also, on February 25, 2023, Goldman Sachs
delivered an updated relationships disclosure memorandum to the Special Committee. The memorandum stated, among other things, Goldman
Sachs Investment Banking and Goldman Sachs’ Alternatives business unit and funds which are managed by either Goldman Sachs Investment
Banking or Goldman Sachs’ Alternatives business unit had no direct equity investments in (i) the Company, CD&R, Stone Point,
any of their respective majority-owned subsidiaries or, if applicable, any respective funds managed thereby, or (ii) if applicable,
any majority-owned affiliates of, or funds managed by, Ruediger Adolf or Rajini Kodialam (in each case, as reflected in Goldman Sachs’
books and records, but excluding, if applicable, portfolio companies).
The disclosure in the section entitled “Special Factors —
Background of the Mergers” is hereby amended and supplemented by adding the text below to the first paragraph on page 54 of
the Proxy Statement (with the bold and underline text indicating additional language):
On March 2, 2023, the Special Committee held
a meeting by videoconference with representatives of each of Potter Anderson, the Special Committee Financial Advisors and V&E and
members of Company management to discuss views on the parties that had expressed an interest in considering a potential acquisition of
the Company, and the information sharing with, and potential participation of, certain potential bidders in this process. After Company
management’s departure from the meeting, the Special Committee and its advisors discussed the current status of the go-shop process
and next steps with respect to those parties that had expressed interest in considering a potential acquisition of the Company. In addition,
on March 22, 2023, the Special Committee held a meeting by videoconference with representatives of each of Potter Anderson and the
Special Committee Financial Advisors. The Special Committee Financial Advisors provided the Special Committee with an update on the go-shop
process, including that only one potential bidder continued to consider a potential acquisition of the Company but that such bidder’s
lack of meaningful engagement (including lack of active due diligence on the Company) suggested that an offer would likely not be forthcoming.
Representatives of Goldman Sachs also discussed with the Special Committee certain of the Company’s business initiatives and recent
developments with respect thereto.
The disclosure in the section entitled “Special Factors —
Opinion of Goldman Sachs and Co. —Summary of Financial Analyses” is hereby amended and supplemented by revising the
first and second paragraphs on page 72 of the Proxy Statement as indicated below (with the bold and underline text indicating additional
language and the strikethrough text indicated deleted language):
Goldman Sachs derived ranges of illustrative enterprise
values for the Company as described above and then subtracted (i) the Company’s net debt as of December 31,
2022 of $2.424 billion, (ii) certain contingent and deferred consideration as of December 31, 2022
of $326 million, in each case, as provided by management of the Company, and (iii) certain contingent
and deferred consideration of $221 million derived from the Projections, added (x) the amount of certain of
the Company’s investments as of December 31, 2022 of $30 million, as provided by management of the Company, and
(z) the benefit to the Company under the Tax Receivable Agreements of $22 million, in each case,
as provided by the management of the Company derived from the Tax Receivable Projections and approved for Goldman
Sachs’ use by the Special Committee, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided
the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company, as provided by the
management of the Company and approved for Goldman Sachs’ use by the Special Committee, using the treasury stock method, to derive
a range of illustrative present values per share ranging from $40.76 to $63.12.
The disclosure in the section entitled “Special Factors —
Opinion of Jefferies LLC — Selected Public Companies Analysis” is hereby amended and supplemented by replacing the
table at the end of page 80 of the Proxy Statement with the table below:
Selected Companies Multiples
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CY 2023E EPS Multiples |
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Mean |
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Median |
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Independent Broker Dealers(1) |
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LPL Financial Holdings Inc. |
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12.5x |
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Avantax Wealth Management |
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NM |
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12.5x |
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12.5x |
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TAMPs |
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AssetMark Financial Holdings |
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14.9x |
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SEI Investments Company |
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16.0x |
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Envestnet, Inc. |
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29.0x |
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20.0x |
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16.0x |
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Multi-Affiliate Asset Managers |
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Affiliated Managers Group |
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7.4x |
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Virtus Investment Partners |
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8.1x |
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Artisan Partners Asset Management |
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10.2x |
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CI Financial Corp. |
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4.5x |
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Victory Capital Holdings Inc. |
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7.2x |
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7.5x |
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7.4x |
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(1) Includes only LPL Financial Holdings Inc., as Avantax
Inc. did not have sufficient research coverage following the sale of TaxACT Holdings, Inc.
The disclosure in the section entitled “Special Factors —
Opinion of Jefferies LLC— Selected Precedent Transactions Analysis” is hereby amended and supplemented by adding the
below text to the table at the end of page 81 of the Proxy Statement (with the bold and underline text indicating additional language):
Wealth Management Companies
Announced |
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Acquiror |
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Target |
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Multiple |
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March 2019 |
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Blucora, Inc. |
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1st Global, Inc. |
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18.0x |
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April 2018 |
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Hellman & Friedman LLC |
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Financial Engines Inc. |
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17.3x |
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April 2017 |
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Stone Point Capital LLC/ Kohlberg Kravis Roberts & Co. LP |
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Focus Financial Partners, LLC |
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16.8x |
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October 2015 |
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Blucora, Inc. |
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HD Vest Financial Services Inc. |
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13.5x |
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November 2015 |
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Financial Engines Inc. |
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The Mutual Fund Store LLC |
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12.0x |
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November 2019 |
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Advisor Group, Inc. |
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Ladenburg Thalmann Financial Services Inc. |
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11.2x |
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December 2020 |
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LPL Financial Holdings Inc./ Macquarie Management Holdings, Inc. |
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Waddell & Reed Financial, Inc. |
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7.9x |
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TAMPS
Announced |
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Acquiror |
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Target |
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Multiple |
April 2017 |
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Huatai Securities Co., Ltd. |
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Assetmark Inc. |
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19.5x |
Multi-Affiliate Asset Managers
Announced |
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Acquiror |
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Target |
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Multiple |
October 2020 |
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Morgan Stanley |
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Eaton Vance Corp. |
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11.1x |
February 2020 |
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Virtus Investment Partners, Inc. |
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Ridgeworth Investments |
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9.9x |
February 2020 |
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Franklin Resources, Inc. |
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Legg Mason, Inc. |
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9.9x |
November 2018 |
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Victory Capital Holdings Inc. |
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USAA Asset Management Company |
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6.6x |
The disclosure in the section entitled “Special Factors —
Unaudited Prospective Financial Information of the Company — November 28 Forecasts” is hereby amended and supplemented
by adding the text below to the end of Footnote 6 to the November 28 Forecasts table on page 91 of the Proxy Statement (with
the bold and underline text indicating additional language):
(6) Unlevered Free Cash Flow is isolated at a cash tax rate of
27%, independent of tax benefits associated with (i) purchased tax intangible amortization, and (ii) the Company’s benefit
from the step-up in tax basis created by pre-existing and future potential exchanges of shares of Class B Common Stock into Class A
Common Stock, which are valued separately. For purposes of calculating Unlevered Free Cash Flow, stock-based compensation is treated
as a cash expense.
The disclosure in the section entitled “Special Factors —
Interests of Executive Officers and Directors of the Company in the Mergers—Holder TRA Payoff Amounts and the TRA Notes” is
hereby amended and supplemented by adding the text below to the end of page 100 of the Proxy Statement (with the bold and underline
text indicating additional language):
Additionally, the other members of the Board may
have certain interests in the Mergers, by virtue of their right to receive the applicable Holder TRA Payoff Amount in cash in connection
with closing of the Mergers, that are different from, or in addition to, the interests of the Company’s stockholders generally.
The following are the estimates of the Holder
TRA Payoff Amounts payable in connection with the closing of the Mergers, either in the form of a TRA Note or in cash, to each of the
eight directors and the Existing Stockholders:
| • | In the form of TRA Notes, by virtue of their respective TRA Waiver and Exchange Agreements, Mr. Adolf,
Ms. Kodialam and the Existing Stockholders are estimated to receive the following payments: Mr. Adolf is estimated to receive
approximately $33,548,882, Ms. Kodialam is estimated to received approximately $16,546,182, and the Existing Stockholders are estimated
to receive approximately $90,265,728. |
| • | In cash, Mr. Feliciani, Mr. Morganroth, Mr. LeMieux, and Ms. Neuhoff are estimated
to receive the following payments: Mr. Feliciani is estimated to receive approximately $255,522, Mr. Morganroth is estimated
to receive approximately $183,307, Mr. LeMieux is estimated to receive approximately $79,375, and Ms. Neuhoff is estimated to
receive approximately $79,375. |
| • | Mr. Carey and Mr. Muhtadie are not TRA
Holders, and therefore are not entitled to any payment in connection with the Tax Receivable Agreements at closing of the Mergers,
but may indirectly benefit from the payments made to the Existing Stockholders related to the Tax Receivable Agreements by virtue of
their positions as Managing Directors of Stone Point. |
The estimates above are based on the same
information, variables, assumptions and estimates underlying the Tax Receivable Projections. Such variables, assumptions and estimates
include the Company’s future performance and general business, regulatory, economic, market and financial conditions, the value
of the Focus LLC Units to be exchanged in connection with the closing of the Mergers, the combined tax rate applicable to the Company,
and the applicable discount rate. The Company’s management has made such assumptions and estimates taking into account the relevant
information available to them at the time. Accordingly, although presented with numerical specificity, the amounts presented above are
merely estimates and the actual payments could differ materially.
For more information on the Tax Receivable Agreements
and TRA Waiver and Exchange Agreements, see the section of this proxy statement entitled “TRA Waiver and Exchange Agreements” beginning
on page 155 of this proxy statement.
The disclosure in the section entitled “Special Factors — Interests
of Executive Officers and Directors of the Company in the Mergers” is hereby amended and supplemented by adding the bold and underlined
text below as a new subsection immediately after the subsection entitled ‘‘Special Factors — Interests
of Executive Officers and Directors of the Company in the Mergers — Treatment of Focus LLC Units’’ on page 101
of the Proxy Statement:
Treatment of Company Equity Awards
In connection with closing of the Mergers,
each of Mr. Adolf, Ms. Kodialam, Mr. Feliciani, Mr. LeMieux, Mr. Morganroth and Ms. Neuhoff are expected
to receive cash payments for their unvested Common Units and Incentive Units held at the Company Merger Effective Time. Assuming the Company
Merger Effective Time occurred on June 12, 2023, these individuals and entities would be entitled to receive the following estimated
aggregate amounts for their unvested Common Units and Incentive Units: Mr. Adolf $16,441,483, Ms. Kodialam $12,241,887, Mr. Feliciani
$295,183, Mr. LeMieux $410,092, Mr. Morganroth $520,383 and Ms. Neuhoff $410,092. Mr. Carey, Mr. Muhtadie, Stone
Point and its affiliates and CD&R and its affiliates also do not own any unvested Common Units or Incentive Units. None of the Company’s
eight directors, or Stone Point or CD&R or any of their affiliates own any Company Options, Company RSUs or Company Restricted Shares.
Cautionary Note Concerning Forward-Looking Statements
This report contains certain forward-looking statements
that reflect the Company’s current views with respect to certain current and future events. Specific forward-looking statements
include, among others, statements regarding the potential benefits of the proposed transaction, the Company’s plans, objectives
and expectations and consummation of the proposed transaction. These forward-looking statements are and will be, subject to many risks,
uncertainties and factors which may cause future events to be materially different from these forward-looking statements or anything implied
therein. These risks and uncertainties include, but are not limited to: the timing, receipt and terms and conditions of any required governmental
or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the
proposed transaction; risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to
obtain necessary regulatory approvals or the necessary approvals of the Company’s stockholders) in the anticipated timeframe or
at all; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s
common stock; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including
retaining and hiring key personnel and partner firm clients and others with whom the Company and its partner firms do business; the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection
with the proposed transaction; risks related to disruption of management’s attention from the Company’s ongoing business operations
due to the proposed transaction; significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed
transaction; global economic conditions; adverse industry and market conditions; the ability to retain management and other personnel;
and other economic, business, or competitive factors. Any forward-looking statements in this communication are based upon information
available to the Company on the date of this report. The Company does not undertake to publicly update or revise its forward-looking statements
even if experience or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information
on risk factors that could affect the Company may be found in the Company’s filings with the SEC.
Important Information for Stockholders
In connection with the proposed transaction, the
Company filed the Proxy Statement and other materials with the SEC, and the Company, affiliates of Stone Point and affiliates of CD&R
jointly filed a transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). In addition, the Company may also file other
relevant documents with the SEC regarding the proposed transaction.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT, SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders may obtain a free copy
of the Proxy Statement and other relevant documents filed with the SEC by the Company, at the Company’s website, www.focusfinancialpartners.com,
or at the SEC’s website, www.sec.gov. The Proxy Statement and other relevant documents may also be obtained for free from the Company
by writing to Focus Financial Partners Inc., 875 Third Avenue, 28th Floor, New York, NY 10022, Attention: Investor Relations.
Participants in the Solicitation
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Mergers.
Information about the directors and executive officers of the Company is set forth in the Annual Report on Form 10-K/A, which was
filed with the SEC on April 19, 2023 and in other documents filed by the Company with the SEC. This document can be obtained free
of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement and other relevant materials
filed with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 6, 2023
| | FOCUS FINANCIAL PARTNERS INC. |
| | |
| | By: |
/s/ J. Russell
McGranahan |
| | Name: |
J. Russell
McGranahan |
| | Title: |
General Counsel |
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Focus Financial Partners (NASDAQ:FOCS)
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Focus Financial Partners (NASDAQ:FOCS)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024