UPDATE: Focus Financial Partners Inc. (FOCS) Prices 7M Share Secondary Offering at $48/Sh

February 26, 2021 6:20 AM EST

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(Updated - February 26, 2021 6:21 AM EST)

Focus Financial Partners Inc. (NASDAQ: FOCS) announced today the pricing of an underwritten secondary offering of 7,000,000 shares of its Class A common stock at $48.00 per share. This amount includes 6,737,694 shares offered by certain selling stockholders of Focus affiliated with Kohlberg Kravis Roberts & Co. L.P. and Stone Point Capital LLC (the "selling stockholders") and 262,306 shares offered by Focus (the "Offering") on behalf of certain of the existing unitholders of Focus Financial Partners, LLC ("Focus LLC"), its operating subsidiary. The selling stockholders also granted the underwriters a 30-day option to purchase up to an additional 1,050,000 shares of Focus's Class A common stock. The Offering is expected to close on March 2, 2021, subject to customary closing conditions.

Focus will not receive any proceeds from the sale of the Class A common stock offered by the selling stockholders. The net proceeds to Focus from the Offering, after deducting underwriting discounts and before other offering expenses, are expected to be approximately $12.1 million. Focus will contribute the net proceeds from the sale of the shares of Class A common stock that it offered to Focus LLC, its operating subsidiary, in exchange for newly issued common units in Focus LLC. Focus LLC will use such contributed amounts to purchase units in Focus LLC from certain unitholders, including certain of Focus' employees and principals of its partner firms, but not Focus' executive officers and directors, and, in connection with such purchase, Focus will cancel the corresponding shares of its Class B common stock, as applicable.

All net proceeds from this offering will be paid to the selling stockholders and to existing Focus LLC unitholders in exchange for Focus LLC units. This offering will not have a dilutive impact on existing shareholders.

Goldman Sachs & Co. LLC, BofA Securities, KKR, SPC Capital Markets LLC, Credit Suisse, BMO Capital Markets, Keefe, Bruyette & Woods A Stifel Company and Truist Securities are acting as joint book-running managers and Fifth Third Securities, MUFG, Oppenheimer & Co., Raymond James, Regions Securities LLC, Blaylock Van, LLC, Drexel Hamilton, Roberts & Ryan, R. Seelaus & Co., LLC and Ramirez & Co., Inc. are acting as co-managers for the Offering. A shelf registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission ("SEC") and is effective. The Offering may be made only by means of a prospectus supplement and an accompanying base prospectus.



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