Ryan Specialty Enters New Credit Agreement

TL;DR

Ryan Specialty just signed a new credit deal, changing up their debt situation.

AI Summary

On September 13, 2024, Ryan Specialty Holdings, Inc. entered into a material definitive agreement, specifically a Second Amended and Restated Credit Agreement. This agreement creates a direct financial obligation for the registrant, impacting its financial structure.

Why It Matters

This new credit agreement signifies a potential restructuring or expansion of Ryan Specialty's debt, which could impact its financial flexibility and future investment capabilities.

Risk Assessment

Risk Level: medium — Changes to credit agreements can introduce new financial obligations or alter existing terms, potentially affecting the company's leverage and financial health.

Key Players & Entities

• RYAN SPECIALTY HOLDINGS, INC. (company) — Registrant
• September 13, 2024 (date) — Date of earliest event reported
• Second Amended and Restated Credit Agreement (agreement) — Material definitive agreement entered into

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value RYAN The New York Stock E
• $1,588.1 million — an in the aggregate principal amount of $1,588.1 million outstanding as of June 30, 2024 and (ii
• $111.875 million — s the size of the term loan facility by $111.875 million (the "Incremental Term Loan"). The proc
• $1.075 billion — ed on August 30, 2024 for approximately $1.075 billion. Interest Rate As of the Closing Da
• $114.81 million — arket value greater than the greater of $114.81 million and 15% of TTM Consolidated EBITDA in a
• $600,000,000 — reviously announced private offering of $600,000,000 in aggregate principal amount of 5.875%

Filing Documents

• ryan-20240913.htm (8-K) — 76KB
• ryan-ex4_1.htm (EX-4.1) — 1805KB
• ryan-ex10_1.htm (EX-10.1) — 3208KB
• 0000950170-24-108156.txt ( ) — 5878KB
• ryan-20240913.xsd (EX-101.SCH) — 23KB
• ryan-20240913_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Amendment to the Credit Agreement On September 13, 2024 (the "Closing Date"), an indirect subsidiary of Ryan Specialty Holdings, Inc. (the "Company"), Ryan Specialty, LLC ("Ryan Specialty"), entered into a Seventh Amendment to Credit Agreement (the "Seventh Amendment") among Ryan Specialty, JPMorgan Chase Bank, N.A. ("JPM"), as administrative agent, and the other lenders party thereto. The Seventh Amendment further amends that certain Credit Agreement (as previously amended, restated, amended and restated or otherwise supplemented, the "Credit Agreement"), dated as of September 1, 2020, among Ryan Specialty, JPM and the other lenders party thereto from time to time. The Seventh Amendment (i) refinances the existing term loan in the aggregate principal amount of $1,588.1 million outstanding as of June 30, 2024 and (ii) increases the size of the term loan facility by $111.875 million (the "Incremental Term Loan"). The proceeds of the Incremental Term Loan are being applied to reduce the outstanding borrowings under the Company's revolving credit facility (the "Revolving Credit Facility"), which borrowings were used, together with cash on hand, to fund the acquisition of US Assure Insurance Services of Florida, Inc., which was consummated on August 30, 2024 for approximately $1.075 billion. Interest Rate As of the Closing Date, the term loan (the "Term Loan") bears interest at a rate of SOFR plus 2.25%, an improvement of 50 basis points from the existing term loan facility. The Term Loan requires a 1% repayment per annum, in quarterly installments. Voluntary and Mandatory Prepayments The Credit Agreement contains prepayment provisions that allow Ryan Specialty, at its option, to prepay all or a portion of the principal amount of borrowing outstanding at any time without premium or penalty, other than customary "breakage" costs; provided that a prepayment of the initial Term Loan prior to March 13, 2025

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 4.1 Indenture, dated as of September 19, 2024, by and among Ryan Specialty, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent. 4.2 Form of 5.875% Senior Secured Notes due 2032 (incorporated by reference to Exhibit A to Exhibit 4.1 filed herewith). 10.1 Seventh Amendment to Credit Agreement, dated September 13, 2024, by and among Ryan Specialty, LLC, JPMorgan Chase Bank, N.A. and the other lenders party thereto. 104 Cover Page Interactive Data File (cover page XBRL tags are 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. RYAN SPECIALTY HOLDINGS, INC. Date: September 19, 2024 By: /s/ Mark S. Katz Name: Mark S. Katz Title: Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR