Baldwin Insurance Group Enters Material Agreement

TL;DR

Baldwin Insurance Group just signed a big deal, watch their financials.

AI Summary

Baldwin Insurance Group, Inc. entered into a material definitive agreement on May 24, 2024, related to a direct financial obligation. The company, formerly known as BRP Group, Inc., is incorporated in Delaware and headquartered in Tampa, Florida.

Why It Matters

This filing indicates a significant financial event for Baldwin Insurance Group, potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or risks that may affect the company's stability.

Key Players & Entities

• Baldwin Insurance Group, Inc. (company) — Registrant
• BRP Group, Inc. (company) — Former company name
• May 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share BWIN Nasdaq Global Select
• $600,000,000 — their previously announced offering of $600,000,000 aggregate principal amount of 7.125% Se
• $840 million — credit agreement provides for (i) a new $840 million senior secured first lien term loan fac
• $600 million — ving facility in an aggregate amount of $600 million (of which up to $5 million may be drawn
• $5 million — amount of $600 million (of which up to $5 million may be drawn by way of letters of credi
• $285.0 million — xceed the sum of (a) the greater of (1) $285.0 million and (2) 100% of Consolidated EBITDA (as

Filing Documents

• d823548d8k.htm (8-K) — 64KB
• d823548dex41.htm (EX-4.1) — 1618KB
• d823548dex101.htm (EX-10.1) — 1615KB
• 0001193125-24-149333.txt ( ) — 4163KB
• bwin-20240524.xsd (EX-101.SCH) — 3KB
• bwin-20240524_lab.xml (EX-101.LAB) — 18KB
• bwin-20240524_pre.xml (EX-101.PRE) — 11KB
• d823548d8k_htm.xml (XML) — 4KB

Forward-looking statements

Forward-looking statements This report may contain various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which represent our expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address Baldwin's future operating, financial or business performance or our strategies, expectations, anticipated achievements or ability to raise or refinance debt. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "projects," "potential," "outlook" or "continue," or the negative of these terms or other comparable terminology. Forward-looking statements are based on management's current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements. Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption "Risk Factors" in Baldwin's Annual Report on Form 10-K for the year ended December 31, 2023 and in Baldwin's other filings with the U.S. Securities and Exchange Commission (the "SEC"), which are available free of charge on the SEC's website at: www.sec.gov, including those risks and other factors relevant to Baldwin's business, financial condition and results of operations, and uses of the net proceeds from the transactions described above. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements at

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of May 24, 2024, by and among The Baldwin Insurance Group Holdings, LLC, The Baldwin Insurance Group Holdings Finance, Inc., the guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent 4.2 Form of 7.125% Senior Secured Notes due 2031 (included in Exhibit 4.1) 10.1 Amendment and Restatement Agreement, dated as of May 24, 2024, by and among The Baldwin Insurance Group Holdings, LLC, the guarantors party thereto, the several lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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. THE BALDWIN INSURANCE GROUP, INC. Date: May 29, 2024 By: /s/ Bradford L. Hale Name: Bradford L. Hale Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR