BRP Group Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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. Stockholders’ Equity and Noncontrolling Interest
- Stockholders’ Equity and Noncontrolling Interest
Capital Stock
BRP Group’s certificate of incorporation authorized capital stock consisting of 300 million shares of Class A common stock with a par value $0.01 per share,100 million shares of Class B common stock with a par value of $0.0001 per share, and 50 million shares of preferred stock with a par value of $0.01 per share.
The following table shows a rollforward of our common stock outstanding for the prior three years:
| Class ACommon Stock | Class BCommon Stock | |
|---|---|---|
| Shares issued at December 31, 2020 | 44,953,166 | 49,828,383 |
| Shares issued to the public in follow-on offerings | 9,200,000 | — |
| Shares issued in connection with Partnerships | 1,053,190 | 7,441,139 |
| Common stock and restricted stock grants under Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes | 1,558,694 | — |
| Common stock and restricted stock grants under Omnibus Incentive Plan, net of forfeitures and shares withheld for taxes | 906,338 | — |
| Redemption of Class B shares of common stock for Class A shares | 931,471 | (931,471) |
| Shares issued at December 31, 2021 | 58,602,859 | 56,338,051 |
| Shares issued in connection with Partnerships | 226,338 | — |
| Common stock and restricted stock grants under Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes | (7,593) | — |
| Common stock and restricted stock grants under Omnibus Incentive Plan, net of forfeitures and shares withheld for taxes | 784,630 | — |
| Redemption of Class B shares of common stock for Class A shares | 1,841,134 | (1,841,134) |
| Equity issued in satisfaction of a liability | — | 29,430 |
| Forfeiture of unvested Class B shares | — | (21,429) |
| Shares issued at December 31, 2022 | 61,447,368 | 54,504,918 |
| Common stock and restricted stock grants under Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes | (177,555) | — |
| Common stock and restricted stock grants under Omnibus Incentive Plan, net of forfeitures and shares withheld for taxes | 854,067 | — |
| Redemption of Class B shares of common stock for Class A shares | 2,082,424 | (2,082,424) |
| Cancellation of Class A shares to settle obligation from Partner | (72,354) | — |
| Shares issued at December 31, 2023 | 64,133,950 | 52,422,494 |
Class A Common Stock
Stockholders of BRP Group’s Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors, although they do not have cumulative voting rights in the election of directors. Stockholders of Class A common stock are entitled to receive dividends when and if declared by our board of directors, subject to any restrictions on the payment of dividends.
Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the stockholders of Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.
Class B Common Stock
The Class B common stock can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis, subject to certain restrictions, and the shares of Class B common stock will be cancelled on a one-for-one basis with the redemption or exchange. Except for transfers to us pursuant to the Amended LLC Agreement or to certain permitted transferees, BRP’s LLC Members are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock.
Each share of Class B common stock entitles the stockholder to one vote per share, together with holders of Class A common stock as a single class, on all matters submitted to a vote of our stockholders. If at any time the ratio at which LLC Units are redeemable or exchangeable for shares of Class A common stock changes from one-for-one, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Class B common stockholders will vote together with Class A common stockholders as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Class B common stockholders do not have cumulative voting rights in the election of directors, nor do they have any right to receive dividends or to receive a distribution upon a liquidation or winding up of BRP Group.
Noncontrolling Interest
BRP Group is the sole managing member of BRP. As such, BRP Group consolidates BRP in its consolidated financial statements, resulting in a noncontrolling interest related to the LLC Units held by BRP’s LLC Members in its consolidated financial statements.
The following table summarizes the ownership interest in BRP:
| December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| LLC Units | Percentage | LLC Units | Percentage | |
| Interest in BRP held by BRP Group | 64,133,950 | 55% | 61,447,368 | 53% |
| Noncontrolling interest in BRP held by BRP’s LLC Members | 52,422,494 | 45% | 54,504,918 | 47% |
| Total | 116,556,444 | 100% | 115,952,286 | 100% |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.