Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Focus Financial Partners Inc. | tm205834d1_ex10-1.htm |
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): January 27, 2020
| FOCUS FINANCIAL PARTNERS INC. | ||
(Exact name of registrant as specified in its charter)
| ||
| ||
| Delaware | 001-38604 | 47-4780811 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
875 Third Avenue, 28th Floor New York, NY 10022 | ||
|
(Address of principal executive offices) (Zip Code) | ||
| (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 1.01 | Entry into a Material Definitive Agreement. |
On January 27, 2020 (the “Closing Date”), Focus Financial Partners, LLC, a subsidiary of Focus Financial Partners Inc., Royal Bank of Canada, as term administrative agent, collateral agent and fronting bank under that certain First Lien Credit Agreement, dated as of July 3, 2017 (as amended, the “Credit Agreement”), and each repricing participating lender, entered into Amendment No. 6 to First Lien Credit Agreement (the “Sixth Amendment”). The Sixth Amendment provides for $1,139,187,324 of replacement term loan commitments, which were funded on the Closing Date and used to refinance the existing term loans under the Credit Agreement and pay related fees and expenses. The Sixth Amendment reduces the interest rate on the replacement term loans to the London InterBank Offered Rate (LIBOR) plus a margin of 2.00%, or the ABR (as defined in the Credit Agreement) plus a margin of 1.00%.
The foregoing description of the Sixth Amendment is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated by reference as if fully set forth herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 2 |
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.
| FOCUS FINANCIAL PARTNERS INC. | ||
| By: | /s/ J. Russell McGranahan | ||
| J. Russell McGranahan | |||
| General Counsel |
| Dated: January 27, 2020 | |||
| 3 |