UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On September 18, 2025 (the “Closing Date”), The Baldwin Insurance Group Holdings, LLC (formerly known as Baldwin Risk Partners, LLC) (“Baldwin Holdings”), the operating company and direct subsidiary of The Baldwin Insurance Group, Inc. (formerly known as BRP Group, Inc.) (“Baldwin”), as borrower, entered into an amendment to the Credit Agreement (as defined below) (the “Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), certain material subsidiaries of Baldwin Holdings (together with Baldwin Holdings, the “Loan Parties”), as guarantors, and the several banks, financial institutions, institutional investors and other entities party thereto as lenders and letter of credit issuers, pursuant to which that certain Amended and Restated Credit Agreement, dated as of May 24, 2024, among the Loan Parties, the Agent and the several banks, financial institutions, institutional investors and other entities from time to time party thereto as lenders and letter of credit issuers (the “Credit Agreement”), was amended to, among other things, (i) reprice its existing $931.1 million senior secured first lien term loan facility maturing on May 24, 2031 (the “Existing Term Loans”), (ii) provide for $75 million of incremental term B loans (the “New Term Loans”), increasing the aggregate principal amount of the Existing Term Loans to $1,006 million and (iii) reduce the applicable margin for the Revolving Credit Loans (as defined in the Credit Agreement). The New Term Loans were funded on the Closing Date, and Baldwin Holdings intends to use the net proceeds thereof to pay down outstanding borrowings under its revolving credit facility.
The repriced Existing Term Loans and the New Term Loans bear interest at term SOFR, plus an applicable margin of 2.50%. The New Term Loans are otherwise subject to the same terms to which the Existing Term Loans were subject under the Credit Agreement. The new applicable margin with respect to borrowings of the Revolving Credit Loans is based on a total first lien net leverage ratio and ranges from 1.75% to 2.50% in the case of term SOFR loans.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 3 to Amended and Restated Credit Agreement, dated as of September 18, 2025, by and among Baldwin Holdings, the Guarantors party thereto, the several Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
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.
| The Baldwin Insurance Group, Inc. | ||||||
| Date: September 18, 2025 | By: | /s/ Bradford L. Hale | ||||
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Name: | Bradford L. Hale | |||
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Title: | Chief Financial Officer | |||