Focus Financial Partners Inc Transaction Details Merger Acquisition

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New York University *

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MISC

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Finance

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Jan 9, 2024

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13

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Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Merger/Acquisition Currency: Reported Currency Deal Summary Status Closed Primary Transaction Feature Acquisition of Equity Stake Announced Date Nov-03-2022 Bid Made Date Nov-01-2022 Letter of Intent Date - Effective Date - Definitive Agreement Date Feb-27-2023 Closed Date Aug-31-2023 CIQ Transaction ID IQTR1824482328 Cancelled Date - Sell-side Participants Company Name: Focus Financial Partners Inc. Primary Industry: Asset Management and Custody Banks Headquarters: United States Buy-side Participants Buyer Company: Clayton, Dubilier & Rice, LLC; Stone Point Capital LLC Deal Values Total Consideration to Shareholders ($ mm) 4,135.29 Total Transaction Size ($ mm) 4,164.58 Implied Equity Value ($ mm) 4,135.29 Implied Enterprise Value ($ mm) - Implied Enterprise Value/LTM Revenue - Implied Enterprise Value/NTM Revenue - Implied Enterprise Value/LTM EBITDA - Implied Enterprise Value/NTM EBITDA - Implied Enterprise Value/LTM EBIT - Implied Enterprise Value/NTM EBIT - Implied Equity Value/LTM Net Income 41.8x Offer Price/NTM Earnings - Implied Equity Value/Book Value 3.9x Offer Price/Forward Book Value - Synopsis Comments Clayton, Dubilier & Rice, LLC (CD&R) and a fund managed by Stone Point Capital LLC made a non-binding offer to acquire Focus Financial Partners Inc. (NasdaqGS:FOCS) from a group of shareholders for $4.1 billion on November 1, 2022. Clayton, Dubilier & Rice, LLC and a fund managed by Stone Point Capital LLC entered into a definitive agreement to acquire Focus Financial Partners Inc. from a group of shareholders on February 27, 2023. CD&R made an offer to acquire Focus Financial Partners Inc. for $53 per share in cash. Funds managed by Stone Point Capital LLC are considering retaining a portion of their investment in Focus and providing new equity financing as part of the proposed transaction, subject to negotiation with CD&R of definitive agreements on mutually agreeable terms. Focus will cease to be a publicly traded company if such a transaction is consummated. CD&R has also proposed that the transaction would be subject to a non-waivable approval of a majority of the voting power of disinterested shareholders. CD&R and Stone Point intend to finance the transaction with fully committed equity financing that is not subject to any financing condition. In case of termination, FOCS must pay to buyers a termination fee of $150.35 million. The transaction is subject to the completion of due diligence, the negotiation of definitive agreements, Board and Focus’ stockholder approval, customary client and regulatory approvals, the HSR Act shall have expired or been terminated and other customary conditions. A Special Committee of the Board of Directors of Focus to evaluate a non-binding offer received from CD&R and to explore alternative transactions. As of February 2, 2023, after a series of negotiations with CD&R and outreach and meetings with other potential bidders, the Special Committee has approved the exclusivity agreement based on CD&R meeting the Special Committee’s requirement of $53 per share. As of February 27, 2023, the special committee of the Board of Directors of Focus has unanimously approved the transaction. The Board of Directors of the buyer have also unanimously approved the transaction. The 40-day go-shop period expired on April 8, 2023. Focus did not receive any alternative acquisition proposals from any third party during the go-shop period. As of June 15, 2023, the transaction has been approved by European Commission. As on July 14, 2023, shareholders of Focus Financial Partners Inc. have approved the transaction. The transaction is expected to close in the third quarter of 2023. Jefferies LLC and Goldman Sachs & Co. LLC acted as financial advisors and Potter Anderson & Corroon LLP acted as legal counsel to the Special Committee of Focus. Stancell Haigwood, David Peck, Lina Dimachkieh, Allyson Seger, David D’Alessandro, Patricia Adams and Regina Ibarra of Vinson & Elkins LLP acted as legal counsel to Focus. Moelis & Company LLC, RBC Capital Markets, Truist Securities, Inc., BofA Securities, BMO Capital Markets, Citizens Capital Markets, Inc., Fifth Third Securities, and MUFG acted as financial advisors to CD&R and Stone Point. Richard J. Campbell, P.C., David M. Klein, P.C., Rachael G. Coffey, P.C., Kyle P. Elder, Kevin W. Mausert, P.C., Justin L. Joffe and Jimin He of Kirkland & Ellis LLP acted as legal counsel to CD&R on the transaction. Elizabeth Cooper, Mark Viera, Benjamin Rippeon, William Smolinski, David Rubinsky, Jamin Koslowe, Kenneth Wallach, Adam Shapiro, Catherine Burns, David Blass, Meredith Abrams, Steve DeLott, Spencer Sloan and Jessica Cohen of Simpson Thacher & Bartlett LLP acted as legal counsel to Stone Point. Ryan Rafferty, Jeffrey Ross, Steven Slutzky, Jason Auerbach of Debevoise & Date Created: Dec-14-2023 Page 1 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Deal Resolution Clayton, Dubilier & Rice, LLC (CD&R) and a fund managed by Stone Point Capital LLC completed the acquisition of Focus Financial Partners Inc. (NasdaqGS:FOCS) from a group of shareholders on August 31, 2023. With the completion of the transaction, Focus's common stock has ceased trading and is no longer listed on NASDAQ. The Mergers were funded in part with proceeds from a senior secured incremental B-6 term loan facility in an aggregate principal amount of $500.0 million. Advisors Advisor Name Client Name Role Fee($) Fee Percentage (%) BMO Capital Markets Corp. Clayton, Dubilier & Rice, LLC Financial Advisor - - BofA Securities, Inc. Clayton, Dubilier & Rice, LLC Financial Advisor - - Citizens Capital Markets, Inc. Clayton, Dubilier & Rice, LLC Financial Advisor - - Fifth Third Securities Inc. Clayton, Dubilier & Rice, LLC Financial Advisor - - Moelis & Company LLC Clayton, Dubilier & Rice, LLC Financial Advisor - - MUFG Securities Americas Inc. Clayton, Dubilier & Rice, LLC Financial Advisor - - RBC Capital Markets, LLC Clayton, Dubilier & Rice, LLC Financial Advisor - - Truist Securities, Inc. Clayton, Dubilier & Rice, LLC Financial Advisor - - Bär & Karrer Ltd. Clayton, Dubilier & Rice, LLC Legal Advisor - - Debevoise & Plimpton LLP Clayton, Dubilier & Rice, LLC Legal Advisor - - Kirkland & Ellis LLP Clayton, Dubilier & Rice, LLC Legal Advisor - - Goldman Sachs & Co. LLC Focus Financial Partners Inc. Fairness Opinion Provider - - Jefferies LLC Focus Financial Partners Inc. Fairness Opinion Provider - - Goldman Sachs & Co. LLC Focus Financial Partners Inc. Financial Advisor - - Jefferies LLC Focus Financial Partners Inc. Financial Advisor - - MacKenzie Partners, Inc. Focus Financial Partners Inc. Information Agent 17,500.00 - K&L Gates LLP Focus Financial Partners Inc. Legal Advisor - - Potter Anderson & Corroon LLP Focus Financial Partners Inc. Legal Advisor - - Vinson & Elkins LLP Focus Financial Partners Inc. Legal Advisor - - Equiniti Trust Company, LLC Focus Financial Partners Inc. Transfer Agent/Registrar - - BMO Capital Markets Corp. Stone Point Capital LLC Financial Advisor - - BofA Securities, Inc. Stone Point Capital LLC Financial Advisor - - Citizens Capital Markets, Inc. Stone Point Capital LLC Financial Advisor - - Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 2 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Fifth Third Securities Inc. Stone Point Capital LLC Financial Advisor - - Moelis & Company LLC Stone Point Capital LLC Financial Advisor - - MUFG Securities Americas Inc. Stone Point Capital LLC Financial Advisor - - RBC Capital Markets, LLC Stone Point Capital LLC Financial Advisor - - Truist Securities, Inc. Stone Point Capital LLC Financial Advisor - - Simpson Thacher & Bartlett LLP Stone Point Capital LLC Legal Advisor - - Transaction Details Features Going Private Transaction, Leveraged Buy Out (LBO), Cash Merger, Equity Reinvestment, Go Shop Provision Deal Conditions Approval by Regulatory Board / Committee;Approval of Merger Agreement by Target Board;Approval of Offer by Acquirer Board;Approval of Offer by Target Shareholders;Consummation of Due Diligence Investigation;Definitive Agreement;Subject to Antitrust Regulations Response to Conditions Approval by Target's Shareholders Change of Control Yes Deal Approach Unsolicited Minority/Majority Stake Majority Deal Attitude Friendly Accounting Method Acquisition Special Committee Yes Sell-side Termination Fee ($ mm) 150.35 Sell-side Termination Fee (%) - Buy-side Termination Fee ($ mm) - Buy-side Termination Fee (%) - Consideration Summary Consideration Type Cash Offered Date Nov-03-2022 Current/Final Date Aug-31-2023 Exchange Rate 1.000 Exchange Rate 1.000 Consideration to Shareholders ($ mm) 4,135.29 Consideration to Shareholders ($ mm) 4,135.29 Offer Per Share ($ ) 53.00 Offer Per Share ($ ) 53.00 Total Cash ($ mm) 4,135.29 Total Cash ($ mm) 4,135.29 Total Stock ($ mm) - Total Stock ($ mm) - Total Preferred ($ mm) - Total Preferred ($ mm) - Total Debt ($ mm) - Total Debt ($ mm) - Total Hybrid ($ mm) - Total Hybrid ($ mm) - Total Rights/Warrants/Options ($ mm) - Total Rights/Warrants/Options ($ mm) - Transaction Financing Equity Investment ($ mm) 3,664.58 SubDebt/Mezzanine ($ mm) - Senior Debt ($ mm) 500.00 Transaction Values Offered Current/Final Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 3 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Exchange Rate 1.000 Consideration to Shareholders ($ mm) 4,135.29 Other Consideration ($ mm) - Total Earnouts ($ mm) - Total Rights/Warrants/Options ($ mm) 29.30 Net Assumed Liabilities ($ mm) - Adjustment Size ($ mm) - Total Net Transaction Value ($ mm) 4,164.58 Total Cash & Short Term Investments ($ mm) - Total Gross Transaction Value ($ mm) 4,164.58 % Sought 100.0% Implied Enterprise Value ($ mm) - Implied Equity Value ($ mm) 4,135.29 Exchange Rate 1.000 Consideration to Shareholders ($ mm) 4,135.29 Other Consideration ($ mm) - Total Earnouts ($ mm) - Total Rights/Warrants/Options ($ mm) 29.30 Net Assumed Liabilities ($ mm) - Adjustment Size ($ mm) - Total Net Transaction Value ($ mm) 4,164.58 Total Cash & Short Term Investments ($ mm) - Total Gross Transaction Value ($ mm) 4,164.58 % Sought/Acquired 100.0% Implied Enterprise Value ($ mm) - Implied Equity Value ($ mm) 4,135.29 Equity Value Multiples, Offered Implied Equity Value/LTM Net Income 41.8x Implied Equity Value/Book Value 3.9x Equity Value Multiples, Current/Final Implied Equity Value/LTM Net Income 67.6x Implied Equity Value/Book Value 3.8x Target Stock Information 1 Day Before Announcement Date Nov-02-2022 Share Price ($ ) 33.98 Market Capitalization ($ mm) 2,224.13 LTM Total Stock Return (%) (48.30)% 52 Week High ($ ) 69.13 52 Week High (%) 49.15% 52 Week Low ($ ) 30.27 52 Week Low (%) 112.26% Premium Analysis Target Premiums Price per share ($ ) Premium One Day Prior 33.98 56.0% One Week Prior 34.14 55.2% One Month Prior 34.66 52.9% Target Company Details Focus Financial Partners Inc. Company Name: Focus Financial Partners Inc. Primary Industry: Asset Management and Custody Banks Website: focusfinancialpartners.com Headquarters: New York, United States Business Description Focus Financial Partners Inc. provides wealth management services to primarily ultra-high and high net worth individuals, families, and business entities. Its wealth management services include investment advice, financial and tax planning, consulting, tax return preparation, family office services, and other services. The company also offers recordkeeping and administration, and outsourced services; recommends financial products; and sells investment or insurance products. The company was founded in 2006 and is based in New York, New York. As of August 31, 2023, Focus Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 4 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Financial Partners Inc. was taken private. Focus Financial Partners Inc. operates as a subsidiary of Ferdinand FFP Acquisition, LLC. Target LTM Financial Information and Balance Sheet as of: Nov-03-2022 Period Ending: Sep-30-2022 Exchange Rate = 1.000 Total Revenue ($ mm) 2,119.53 Total Debt ($ mm) 2,714.14 EBITDA (Incl. Equity Inc. from Affiliates) ($ mm) 593.07 Total Preferred ($ mm) - EBIT (Incl. Equity Inc. from Affiliates) ($ mm) 238.26 Minority Interest ($ mm) 228.24 Net Income ($ mm) 98.96 Total Cash & ST Investments ($ mm) 150.92 Earnings from Cont. Ops. ($ mm) 141.62 Net Debt ($ mm) 2,563.22 Diluted EPS before extra ($ ) 1.53 Total Assets ($ mm) 4,784.68 Total Common Equity ($ mm) 1,058.62 Seller Company Details BlackRock, Inc. (NYSE:BLK) Seller Name: BlackRock, Inc. (NYSE:BLK) Primary Industry: Asset Management and Custody Banks Website: www.blackrock.com Headquarters: New York, United States Business Description BlackRock, Inc. is a publicly owned investment manager. The firm primarily provides its services to institutional, intermediary, and individual investors including corporate, public, union, and industry pension plans, insurance companies, third-party mutual funds, endowments, public institutions, governments, foundations, charities, sovereign wealth funds, corporations, official institutions, and banks. It also provides global risk management and advisory services. The firm manages separate client-focused equity, fixed income, and balanced portfolios. It also launches and manages open-end and closed-end mutual funds, offshore funds, unit trusts, and alternative investment vehicles including structured funds. The firm launches equity, fixed income, balanced, and real estate mutual funds. It also launches equity, fixed income, balanced, currency, commodity, and multi-asset exchange traded funds. The firm also launches and manages hedge funds. It invests in the public equity, fixed income, real estate, currency, commodity, and alternative markets across the globe. The firm primarily invests in growth and value stocks of small-cap, mid-cap, SMID- cap, large-cap, and multi-cap companies. It also invests in dividend-paying equity securities. The firm invests in investment grade municipal securities, government securities including securities issued or guaranteed by a government or a government agency or instrumentality, corporate bonds, and asset-backed and mortgage-backed securities. It employs fundamental and quantitative analysis with a focus on bottom-up and top- down approach to make its investments. The firm employs liquidity, asset allocation, balanced, real estate, and alternative strategies to make its investments. In real estate sector, it seeks to invest in Poland and Germany. The firm benchmarks the performance of its portfolios against various S&P, Russell, Barclays, MSCI, Citigroup, and Merrill Lynch indices. BlackRock, Inc. was founded in 1988 and is based in New York City with additional offices in Boston, Massachusetts; London, United Kingdom; Gurgaon, India; Hong Kong; Greenwich, Connecticut; Princeton, New Jersey; Edinburgh, United Kingdom; Sydney, Australia; Taipei, Taiwan; Singapore; Sao Paulo, Brazil; Philadelphia, Pennsylvania; Washington, District of Columbia; Toronto, Canada; Wilmington, Delaware; and San Francisco, California. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): 5.70000 Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) J.P. Morgan Investment Management Inc. Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 5 of 13
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