United States securities and exchange commission logo
May 19, 2023
J. Russell McGranahan
General Counsel
Focus Financial Partners Inc.
515 N. Flagler Drive, Suite 550
West Palm Beach, FL 33401
Re: Focus Financial
Partners Inc.
Schedule 13E-3
filed on April 25, 2023 by Focus Financial Partners Inc.,
Clayton, Dubilier &
Rice Fund XII, Trident FFP LP, Stone Point Capital LLC,
et. al
File No. 005-90582
Preliminary Proxy
Statement on Schedule 14A filed on April 25, 2023
File No. 001-38604
Dear J. Russell McGranahan:
We have reviewed your filings 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule 13E-3 and Preliminary Proxy Statement filed on April 25, 2023
General
1. We note that the
registrant has applied for confidential treatment of certain information
contained in Exhibits
(c)(1)-(c)(4). Any comments related to the registrant's request for
confidential treatment
will be delivered under separate cover.
Letter to Stockholders, page ii
2. Disclosure in the first
whole paragraph on the second page of the letter to stockholders
indicates that the
The Board.. unanimously (1) determined that the Merger Agreement
and transactions
contemplated thereby are fair to the Unaffiliated Stockholders
The term
Unaffiliated Stockholder is defined in the preceding paragraph and does not
J. Russell McGranahan
FirstName LastNameJ.
Focus Financial PartnersRussell
Inc. McGranahan
Comapany
May NameFocus Financial Partners Inc.
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appear to exclude all directors of the Company who are stockholders,
e.g. directors who
are neither officers of the Company or affiliated with Stone Point.
Please note that the
staff considers directors of the Company to be affiliates when
considering whether such
reference is sufficiently specific to satisfy the obligations of all
filing persons to provide
the disclosure described in Item 1014(a) and (c) of Regulation M-A.
Please refer to the
definitions of "affiliate" and unaffiliated security holder in
Exchange Act Rule 13e-
3(a)(1) and (a)(4), respectively.
To the extent the phrase "Unaffiliated Stockholder" applies to any
other directors of the
Company or its affiliates who are not affiliated with Stone Point,
disclosure regarding the
fairness determination of the Board, the CD&R Entities and the Trident
Entities with
respect to the phrase "Unaffiliated Stockholder" may not necessarily
satisfy Item 8 of
Schedule 13E-3. Refer to Item 1014(a) and (c) of Regulation M-A. In
responding to this
comment, consider the disclosure on page 62 referencing the CD&R
Entities obligation
to express their beliefs as to the fairness of the Company Merger
to the Company s
unaffiliated security holders, as defined under Rule 13e-3 of
the Exchange Act.
Background of the Mergers, page 25
3. Refer to the following disclosure:
the November 23, 2033 meeting indicating that Goldman Sachs
reviewed its
preliminary financial analyses of the Company;
the December 2, 2022 meeting indicating that Goldman Sachs
reported on recent
communications with CD&R and reviewed its preliminary financial
analyses of the
Company and CD&R's revised offer; and
the December 12, 2022 meeting indicating that Goldman Sachs
provided an overview
of CD&R's further revised proposal.
Each presentation, discussion or report held with or presented by the
financial advisor,
whether oral or written, is a separate report that requires a
reasonably detailed description
meeting the requirements of Item 1015 of Regulation M-A. This
requirement applies to
both preliminary and final reports. If the above statements reference
a presentation made
by Goldman Sachs during the Special Committee s evaluation of the
transaction, please
supplement the disclosure to provide a reasonably detailed description
of such meeting
that satisfies the requirements of Item 1015 and file any written
materials, if applicable, as
exhibits to the Schedule 13E-3 pursuant to Item 9 of Schedule 13E-3
and Item 1016(c) of
Regulation M-A.
Recommendation of the Special Committee, page 54
4. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be
discussed in reasonable detail.
See Question Nos. 20 and 21 of Exchange Act Release No. 34-17719 (Apr.
13, 1981).
We note that the Board has expressly adopted the Special Committee s
analysis,
J. Russell McGranahan
FirstName LastNameJ.
Focus Financial PartnersRussell
Inc. McGranahan
Comapany
May NameFocus Financial Partners Inc.
19, 2023
May 19,
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conclusions and determination as to fairness and that the CD&R
Entities and the Trident
Entities have expressly adopted the analyses and resulting conclusions
of both the Special
Committee and the Board. However, it does not appear that such
analyses include the
factors described in clauses (iii), (iv), (v), (vi) or (viii) of
Instruction to Item 1014 or
explain why such factors were not deemed material or relevant to the
Special Committee s
fairness determination. Please revise this section to include such
factors. Alternatively,
please revise the separate discussion of each party s fairness
determination to include the
requested disclosure. Please also refer to our comment above regarding
Item 1014(c).
We acknowledge that the factors described in clauses (iii) and (v)
have been disclosed in
the Titan Entities discussion beginning on page 64.
Opinion of Goldman Sachs & Co. LLC, page 68
5. The Discussion Materials filed as (c)(6) should be summarized in
considerable detail in
the proxy statement. See Item 1015(b)(6) of Regulation M-A and Item 9
of Schedule
13E-3. Please revise this section to disclose the data underlying the
results in each
analysis prepared by Goldman Sachs and to show how that information
resulted in the
multiples/values disclosed. Accordingly, please disclose the "For
Reference" valuation
approaches discussed on page 8 of Exhibit (c)(6).
6. Refer to the last paragraph on page 72 and the first paragraph on page
73. Please advise
why disclosure regarding services provided to Messrs. Adolf and
Kodialam is limited to
services provided by Goldman Sachs Investment Banking as opposed to
"Goldman
Sachs," the entity used with respect to discussing services provided
to the other affiliates
in this section.
7. We note the disclosure regarding the Company potentially paying
Goldman Sachs a
discretionary fee of up to approximately $6.9 million and Jefferies a
discretionary fee of
up to $8 million, in each case payable at the Special Committee's full
and absolute
discretion. Please explain the circumstances and rationale for the
Company creating an
option to undertake this additional monetary payment notwithstanding
that the Special
Committee had otherwise executed an engagement letter with each
advisor detailing the
Company's monetary obligations for the services provided. Please
advise the factors, if
any, that the Special Committee will consider in deciding whether to
pay such additional
fee and how much to pay.
Opinion of Jefferies LLC, page 75
8. Disclosure in (c)(10) (Jefferies opinion) indicates that the "opinion
may not be used or
referred to by the Special Committee or the Company, or quoted or
disclosed to any
person in any manner, without our prior written consent." Please
disclose in the Schedule
13E-3, if true, that Jefferies has consented to use of its materials
in the filing.
9. We note that following "Jefferies has, in the past, provided financial
advisory and
financing services to CD&R or its affiliates and financing services to
Stone Point or its
affiliates, and may continue to do so and has received, and may
receive, fees for rendering
J. Russell McGranahan
FirstName LastNameJ.
Focus Financial PartnersRussell
Inc. McGranahan
Comapany
May NameFocus Financial Partners Inc.
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of such services." Please revise the disclosure to quantify any such
compensation
received during the time frame and from the parties identified in Item
1015(b)(4) of
Regulation M-A.
Certain Effects of the Mergers, page 84
10. Please provide the disclosure described in Instruction 3 to Item 1013
of Regulation M-A.
See Item 7 of Schedule 13E-3.
Additional Information About the Projections and the Prior Projections, page 94
11. Please summarize the material assumptions and limitations underlying
the Projections,
including the specific business strategies or plans referenced on page
94. Additionally,
please quantify all assumptions, where practicable.
Debt Financing, page 113
12. We note that CD&R may elect to incur Debt Financing in connection with
the transactions
contemplated by the Merger Agreement. Please disclose, if known, the
information
described in Item 1007(d) of Regulation M-A for such debt financing as
it appears to be
"expected to be borrowed, directly or indirectly, for the purposes of
the transaction." See
Item 10 of Schedule 13E-3.
Cautionary Statement Concerning Forward-Looking Information, page 153
13. The safe harbor protections for forward-looking statements contained
in the federal
securities laws do not apply to statements made in connection with a
going private
transaction. Refer to Securities Act Section 27A(b)(1)(E), Exchange
Act Section
21E(b)(1)(E), and Question and Answer 117.05 of the Division of
Corporation Finance s
Compliance and Disclosure Interpretations for Going Private
Transactions, Exchange Act
Rule 13e-3 and Schedule 13E-3. Please remove this reference.
14. Note that neither Schedule 13E-3 nor Schedule 14A permit general
forward incorporation of documents to be filed in the future.
Rather, you must amend
your document to specifically list any such filings. Please revise.
See General Instruction
F of Schedule 13E-3 and Note D of Schedule 14A.
Certain Transactions in the Shares of Company Common Stock, page 170
15. Please provide the disclosure required by Item 1002(f) of Regulation
M-A for the Stone
Point and Trident entities listed on the cover of the Schedule 13E-3.
See Item 2 of
Schedule 13E-3.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
J. Russell McGranahan
Focus Financial Partners Inc.
May 19, 2023
Page 5
Please direct any questions to Michael Killoy at (202) 551-7576 or Perry
Hindin at (202)
551-3444.
Sincerely,
FirstName LastNameJ. Russell McGranahan
Division of
Corporation Finance
Comapany NameFocus Financial Partners Inc.
Office of Mergers &
Acquisitions
May 19, 2023 Page 5
cc: Brenda Lenahan, Esq.
FirstName LastName