0001104659-23-097897.txt : 20230901
0001104659-23-097897.hdr.sgml : 20230901
20230901213434
ACCESSION NUMBER: 0001104659-23-097897
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230831
FILED AS OF DATE: 20230901
DATE AS OF CHANGE: 20230901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McGranahan John Russell
CENTRAL INDEX KEY: 0001796907
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 231233909
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Focus Financial Partners Inc.
CENTRAL INDEX KEY: 0001651052
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 474780811
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (646)519-2456
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
tm2325394-4_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-08-31
1
0001651052
Focus Financial Partners Inc.
FOCS
0001796907
McGranahan John Russell
515 NORTH FLAGLER DRIVE
WEST PALM BEACH
FL
33401
0
1
0
0
General Counsel
0
Class A Common Stock, $0.01 par value
2023-08-31
4
M
0
413124
A
414124
D
Class A Common Stock, $0.01 par value
2023-08-31
4
D
0
414124
53.00
D
0
D
Common Units in Focus Financial Partners, LLC
2023-08-31
4
F
0
6679
53.00
D
Class A Common Stock, $0.01 par value
6679
20611
D
Common Units in Focus Financial Partners, LLC
2023-08-31
4
J
0
20611
53.00
D
Class A Common Stock, $0.01 par value
0
D
Incentive Units in Focus Financial Partners, LLC
21.00
2023-08-31
4
J
0
47113
32.00
D
Class A Common Stock, $0.01 par value
139314
D
Incentive Units in Focus Financial Partners, LLC
37.59
2023-08-31
4
J
0
29741
15.41
D
Class A Common Stock, $0.01 par value
0
I
By McGranahan Family 2021 Legacy Trust
Incentive Units in Focus Financial Partners, LLC
33.00
2023-08-31
4
M
0
291682
0
D
Common Units in Focus Financial Partners, LLC
110069
208318
D
Incentive Units in Focus Financial Partners, LLC
33.00
2023-08-31
4
D
0
208318
0
D
Class A Common Stock, $0.01 par value
0
D
Incentive Units in Focus Financial Partners, LLC
21.00
2023-08-31
4
M
0
139314
0
D
Common Units in Focus Financial Partners, LLC
84114
0
D
Incentive Units in Focus Financial Partners, LLC
22.00
2023-08-31
4
M
0
135759
0
D
Common Units in Focus Financial Partners, LLC
79406
0
D
Incentive Units in Focus Financial Partners, LLC
28.50
2023-08-31
4
M
0
120597
0
D
Common Units in Focus Financial Partners, LLC
55748
0
D
Incentive Units in Focus Financial Partners, LLC
27.90
2023-08-31
4
M
0
160520
0
D
Common Units in Focus Financial Partners, LLC
76020
0
D
Incentive Units in Focus Financial Partners, LLC
44.71
2023-08-31
4
M
0
49659
0
D
Common Units in Focus Financial Partners, LLC
7767
0
D
Common Units in Focus Financial Partners, LLC
2023-08-31
4
M
0
413124
A
Class A Common Stock, $0.01 par value
413124
413124
D
Common Units in Focus Financial Partners, LLC
2023-08-31
4
M
0
413124
D
Class A Common Stock, $0.01 par value
413124
0
D
Incentive Units in Focus Financial Partners, LLC
58.50
2023-08-31
4
D
0
58695
0
D
Class A Common Stock, $0.01 par value
0
I
By McGranahan Family 2021 Legacy Trust
In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 27, 2023, by and among the Issuer, Ferdinand FFP Acquisition, LLC ("Parent"), Ferdinand FFP Merger Sub 1, Inc. ("Company Merger Sub"), Ferdinand FFP Merger Sub 2, LLC ("LLC Merger Sub"), and Focus Financial Partners, LLC ("Focus LLC"), (a) LLC Merger Sub was merged with and into Focus LLC (the "LLC Merger") and (b) immediately after the LLC Merger, Company Merger Sub was merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger as a wholly-owned subsidiary of Parent.
At the effective time of the Company Merger, each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the effective time of the Company Merger, was converted into the right to receive cash in an amount equal to $53.00 per Class A Share, without interest and subject to any required withholding taxes (the "Merger Consideration"). As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Class A Shares.
Pursuant to Rollover Agreements, dated August 31, 2023 (the "Rollover Agreements"), among Ferdinand FFP Ultimate Holdings, LP ("Ultimate Holdings"), Ferdinand FFP Parent, Inc. ("Topco"), and the reporting person and a trust established by the reporting person, prior to the LLC Merger, the reporting person and such trust collectively contributed 20,611 Common Units of Focus LLC and an aggregate of 76,854 Incentive Units of Focus LLC to Topco and subsequently contributed shares of Topco to Ultimate Holdings in exchange for a number Class A-3 non-voting units in Ultimate Holdings, calculated pursuant to the Rollover Agreements, valued at $53.00 per Common Unit and $53.00 minus the applicable hurdle amount per Incentive Unit (the "Rollover").
Subsequent to the Rollover, and immediately prior to the effective time of the LLC Merger, all of the outstanding vested Common Units and Incentive Units of Focus LLC with a hurdle amount that is less than the Merger Consideration were exchanged for Class A Shares. The Incentive Units were first converted into a number of Common Units that took into account the Merger Consideration and such Incentive Units' aggregate hurdle amount, and the resulting Common Units were then exchanged for an equal number of Class A Shares (the conversions, collectively, the "Vested Units Exchanges"). As a result of the Vested Units Exchanges, the reporting person no longer beneficially owns, directly or indirectly, any Common Units or Incentive Units.
The hurdle amount is set at the time of grant and typically represents the estimated fair value of a common unit on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award.
These Incentive Units were scheduled to vest linearly on the sixth anniversary of the Issuer's initial public offering; however, in connection with the Mergers, the reporting person agreed that 291,682 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 208,318 of these Incentive Units would be forfeited and cancelled for no consideration.
These Incentive Units are fully vested. Incentive Units do not expire.
40,130 of these Incentive Units were scheduled to vest on December 11, 2023; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
24,829 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of December 7, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
(a) 2,527 of the reporting person's Common Units were scheduled to vest on December 7, 2023, (b) 9,323 of the Common Units were scheduled to vest in two equal installments on each anniversary of December 22, 2022 and (c) 11,306 of the Common Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Common Units was accelerated to immediately prior to the effective time of the Mergers. In connection with such vesting, 6,679 of the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting.
These Incentive Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
Immediately prior to the effective time of the LLC Merger, each Incentive Unit, whether vested or unvested, with a hurdle amount that was equal to or greater than the Merger Consideration, was forfeited and cancelled for no consideration. As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Incentive Units.
Represents securities held by the McGranahan Family 2021 Legacy Trust, an irrevocable grantor trust established by the reporting person for the benefit of certain family members. The reporting person disclaims beneficial ownership of the securities owned by the trust.
/s/ J. Russell McGranahan
2023-09-01