October 7, 2019
Trevor Baldwin
Chief Executive Officer
BRP Group, Inc.
4010 W. Boy Scout Blvd.
Suite 200
Tampa, FL 33607
Re: BRP Group, Inc.
Registration Statement on Form S-1
Filed September 23, 2019
Responses dated September 25, 2019 and September 30, 2019
File No. 333-233908
Dear Mr. Baldwin:
We have reviewed your 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed September 23, 2019
Coverpage
1. In light of the Voting Agreement terms, please revise the coverpage to
clarify, if true, that
Lowry Baldwin will be able to control any action requiring the general
approval of
stockholders.
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 2019
October 7, NameBRP Group, Inc.
Page 2
October 7, 2019 Page 2
FirstName LastName
A letter from the founder, page v
2. We note that you have added a letter from your founder and that you
present this
letter before the information under the "Prospectus Summary" heading.
To the extent that
you choose to locate the founder's letter prior to the Summary, please
revise the letter in
accordance with prior comments 4 and 5. Also, revise the letter to
ensure that it is a
balanced presentation of your business and offering. In this regard,
we note that the letter
includes performance claims concerning your growth rate and revenue
model but it does
not present any of the risks or challenges you face.
Prospectus Summary , page 1
3. We note your response to prior comment 22 and your disclosures on
pages 63-64. To the
extent compensation grants to affiliates are material in size, please
confirm that you will
revise the Summary to highlight this offering-related compensation.
Who We Are, page 1
4. We note your revisions in response to prior comment 1. With respect to
your "Insurance
Company Partners" definition on page 1, please revise to clarify, if
true, that the
referenced "insurance companies" are insurance underwriters as opposed
to insurance
brokers. To avoid confusion with the defined term, "Partners", which
you introduce on
page 2, please revise to clarify whether your "Partners" are insurance
brokers. Also,
revise the disclosure on page 2 to explain, if true, that your
strategic acquisitions include
joint venture arrangements and other arrangements where you own less
than a
100% equity stake in the business.
5. We note your response to prior comment 9; however, we do not agree
that the "MGA of
the Future" graphic is appropriate to the Summary presentation given
that it highlights
performance during periods where you did not own or control the
business and because
the graphic reflects organic revenue growth substantially greater what
your business
segments achieved during the performance period. With regard to the
last sentence of your
response to prior comment 9, we will not object if the metric for "MGA
of the Future" is
presented with appropriate context in the Business section.
Ongoing Commitment to Talent Development, page 7
6. We reviewed the disclosure in this section and the accompanying charts
on page 7 with
the benefit of the Marsh, Berry & Co. report provided in response to
prior comment 3.
Please revise the third sentence under the heading to clarify, if
true, that the size of the
your sample is limited to four risk advisors. Given the heading,
please also tell us why it
is appropriate to exclude three departed risk advisors from the
limited sample and to
highlight prominently the 3.5x figure.
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 2019
October 7, NameBRP Group, Inc.
Page 3
October 7, 2019 Page 3
FirstName LastName
Use of Proceeds, page 58
7. We note your response to prior comment 20. Please tell us whether you
have a letter of
intent or similar arrangement with any of the potential partners.
Unaudited pro forma financial information, page 61
8. Please refer to your supplemental response filed on September 30, 2019
that includes the
changed pages. Please explain to us why footnote (5) references the
Net income (loss) line
item in the "offering adjustments" column on pages 63 and 69 as
opposed to the "Net
income (loss) attributable to noncontrolling interest" line item in
the "Pro forma BRP
Group, Inc" column.
9. For footnote (10) on page 67 of the changed pages provided, please
provide us with an
analysis with reference to authoritative literature that explains why
the inclusion of the
42,121,568 shares of Class B common stock would be antidilutive.
10. Refer to the pro forma balance sheet on page 74 of the changed pages
provided. Please
provide us a roll forward of the Historical Baldwin Risk Partners, LLC
accumulated
deficit of $128,869,332 to the Pro forma BRP Group, Inc accumulated
deficit of
$2,152,349 explaining the rational of each reconciling item with
reference to the pro
forma adjustments. .
11. Please refer to your response to comment 23. Please revise your
disclosure to state, if true,
that you will be Baldwin Risk Partners, LLC's primary beneficiary and
address the
characteristics in ASC 810-10-25-38Aa. and b. .
Our History and Operating Groups, page 137
12. We refer to prior comment 27 and reissue the comment. Please revise to
discuss your
contractual arrangements with your Partners. In this regard, describe
how your joint
venture agreements are typically structured. Discuss material terms of
your joint venture
agreements with Town & Country Insurance Agency, Millennial Specialty
Insurance and
Lykes Insurance and file them as material contracts or advise.
13. With reference to Ex. 10.3, please tell us why the agreement appears
to classify certain
agencies as "independent" and others as part of the "combined Group."
Also, revise the
prospectus to explain the terms "Roll-up Subsidiary" and "first-tier
subsidiaries" and their
significance to the Reorganization transaction.
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 2019
October 7, NameBRP Group, Inc.
October 7, 2019 Page 4
Page 4
FirstName LastName
Medicare Operating Group, page 138
14. We refer to the final sentence of prior comment 28. Please revise to
clarify your
relationship with the 1000+ "1099 Medicare Colleagues." In this
regard, we note that you
define the term "Colleagues" on page 1 to signify your "employees";
however, you do not
include these 1000+ individuals among your "W2 Colleagues" in your
chart on page 138.
In addition, you indicate that you "partner" with these individuals;
however, it is unclear
whether these individuals are employees of your "Partners" or
otherwise act on their
behalf. Please revise or advise.
Employees, page 140
15. We note your revised disclosure in this section. Please revise to
disclose the number of
"Partner" employees and independent contractors or explain to us why
this information is
both (i) not required by Regulation S-K, Item 101 and, (ii) not
material to understanding
the size and scope of your pre- and post IPO business operations given
the complexity of
your business structure.
Description of Capital Stock, page 167
16. We refer to section 14 of your corporate charter, which is filed as
Exhibit 3.1. We note
that your forum selection provision identifies the Court of Chancery
of the State of
Delaware as the exclusive forum for certain litigation, including any
"derivative action."
Please disclose whether this provision applies to actions arising
under the Securities Act
or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder.
10. Members' equity (deficit) and noncontrolling interest
Incentive units, page F-61
17. We are still evaluating your separate response submitted on September
25, 2019 relating
to incentive unit grants and may have further comments.
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany 2019
October 7, NameBRP Group, Inc.
October 7, 2019 Page 5
Page 5
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Vanessa Robertson at (202) 551-3649 or Jim Rosenberg 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.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences