Focus Financial Partners Inc Transaction Details Merger Acquisition

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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
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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
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Seller Name: J.P. Morgan Investment Management Inc. Primary Industry: Asset Management and Custody Banks Website: Headquarters: New York, United States Business Description J.P. Morgan Investment Management Inc. is a privately owned investment manager. It primarily provides its services to high net worth individuals, banking or thrift institutions, investment companies, pooled investment vehicles, pension and profit sharing plans, charitable organizations, state or municipal government entities , other investment advisers, insurance companies, sovereign wealth funds and foreign official institutions, corporations. The firm is a large advisory firm, an investment adviser to an investment company, pension consultant which provides portfolio management for individuals and/or small businesses, portfolio management for investment companies, portfolio management for pooled investment vehicles, portfolio management for businesses or institutional clients, pension consulting services, selection of other advisers, educational seminars/workshops. The firm is actively engaged in businesses, including educational seminars/workshops, commodity pool operator or commodity trading advisor. The firm manages separate client-focused equity and fixed income portfolios for its clients. It also manages fund of funds and hedge funds. It invests in exchange traded funds, equity and fixed income securities, and mutual funds. It employs fundamental research, quantitative research, manager research, and quantitative techniques to make its investments. The firm obtains external research to complement its in-house research. J.P. Morgan Investment Management Inc. was founded in 1984 and is based in New York, New York. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) JPMorgan Chase Bank, National Association Seller Name: JPMorgan Chase Bank, National Association Primary Industry: Diversified Banks Website: www.chase.com Headquarters: Ohio, United States Business Description JPMorgan Chase Bank, National Association operates as a bank that provides banking and financial products and services to private, business, and commercial clients in the United States of America and worldwide. It offers checking, savings, and other accounts; debit and credit cards; home loans; vehicle financing services; insurance products; pension plans; wealth management services; and other banking services to private customers. Its business banking products and services include checking, savings, business, and other accounts; loans and financing services; retirement plans; insurance products; payment and transfer services; foreign exchange services; credit, debit, and other business cards; online banking services; and other banking services. It also offers treasury and payments solutions, credit and financing services, commercial real estate services, international banking services, asset management services, investment banking and advisory services, and other banking services to commercial customers. It serves startups, midsized businesses, large corporations, and commercial real estate customers. JPMorgan Chase Bank, National Association was formerly known as JPMorgan Chase Bank and changed its name to JPMorgan Chase Bank, National Association on November 13, 2004. The company was founded in 1824 and is headquartered in Columbus, Ohio. JPMorgan Chase Bank, National Association operates as a subsidiary of JPMorgan Chase & Co. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): - Return On Investment (%): - Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 6 of 13
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Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition (Proprietary Data Only) (Proprietary Data Only) Investor Notes: (Proprietary Data Only) Stone Point Capital LLC Seller Name: Stone Point Capital LLC Primary Industry: Asset Management and Custody Banks Website: www.stonepoint.com Headquarters: Connecticut, United States Business Description Stone Point Capital LLC is a private equity and venture capital firm specializing in mature, middle market, emerging growth, PIPEs, growth capital, early stage, opportunistic and buyout investments. It seeks to invest in financial services with focus on advisory, broker dealers, merchant trading, managed care and healthcare services, business services, insurance run off, insurance services, outsourcing & technology, property and casualty insurance, real estate and finance services, specialty finance/non-bank lenders, insurance distribution, life insurance underwriting, casualty reinsurance carriers; central reserve depository institutions; specialty lending and banking companies; diversified financial services including banks, credit opportunities, healthcare companies, asset managers and insurers; financial responsibility reinsurance carriers; health and medical insurance; insurance brokers; life reinsurance carriers; title reinsurance carriers; asset and wealth management; insurance industry software; mortgage services; online insurance services; and employee benefits sectors. It typically invests in opportunities such as: supply and demand imbalances between the demand for insurance and the supply of capital available to support underwriting activities; the restructurings and divestitures of a division or a subsidiary by an insurance or financial services company; the distribution and other non-underwriting businesses; distressed assets and run-off management by insurers; and special situations including, demutualization, privatizations, public offerings, and other financings. It seeks to invest in globally. The firm generally makes equity investments between $75 million and $750 million but can make larger investments as well. It seeks to control, majority or substantial minority positions in its portfolio companies, with board representation and customary shareholder rights. The firm’s investment horizon varies by investment and spans five to 10+ years. The firm was formerly known as MMC Capital, Inc. Stone Point Capital LLC was founded in 2005 and is based in Greenwich, Connecticut with additional offices in New York, New York and West Palm Beach, Florida. Company Relationship Information Relationship Type: Current Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) The Vanguard Group, Inc. Seller Name: The Vanguard Group, Inc. Primary Industry: Asset Management and Custody Banks Website: www.vanguard.com Headquarters: Pennsylvania, United States Business Description The Vanguard Group, Inc is a privately owned investment manager. The firm primarily provides its services to investment companies. It also caters to pooled investment vehicles, corporations, individuals, retirement plan sponsors, institutional investors, separate account institutional clients, and financial advisors. The firm manages separate client-focused equity, fixed income, and balanced portfolios. It also manages mutual funds, variable annuities, and exchange traded funds. The firm invests in the public equity and fixed income markets across the globe. It employs a combination of fundamental and quantitative analysis to create its portfolio. The firm employs a combination of in-house and external research to make its investments. The Vanguard Group, Inc. was founded in May 1975 and is based in Malvern, Pennsylvania. Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 7 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): 7.72000 Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Trident Capital Fund VI, L.P. Seller Name: Trident Capital Fund VI, L.P. Primary Industry: Asset Management and Custody Banks Website: Headquarters: Connecticut, United States Business Description Trident Capital Fund VI, L.P. specializes in early venture, mid venture, late venture, buyout, PIPES, and growth financing. It seeks to invest in information technology, security, payments and transaction processing, information technology services and outsourcing, communications and wireless, marketing services, enterprise software, financials, healthcare information technology services, and product innovation. The fund typically invests in Asia, United States, and Canada. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Trident Capital, Inc. Seller Name: Trident Capital, Inc. Primary Industry: Asset Management and Custody Banks Website: www.tridentcap.com Headquarters: Connecticut, United States Business Description Trident Capital, Inc. is a private equity and venture capital firm specializing in early venture, mid venture, late venture, later stage, emerging growth, growth capital, buyout, PIPES, middle market, recapitalization, and bridge investments. The firm focuses on information technology and business services including outsourcing, financial, B2B commerce, enterprise software, cleantech, healthcare IT, IT security, adtech, mobile, cloud computing, software, software as a service, Internet and mobility. In Internet and mobility it focuses online travel, user data management and analytics, vertical industry advertising, mobile advertising, video advertising, social marketing and commerce, and social engagement. In cyber security sector, the firm seeks to invest in IT infrastructure protection; behavioral modeling and big data analytics for proactive defense, secure payments and fraud, next generation identify platforms, and individuals’ rights to privacy and security. The firm typically invests in North America for growth capital and also invests in Asia, China, Sweden, Finland, and India. It prefers to invest between $0.25 million up to $20 million in growth capital. The firm may partner Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 8 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition with other value-added investors on larger equity opportunities. In growth capital, it seeks a minority stake in its investee companies but may also take control positions. Trident Capital, Inc. was founded in 1993 and is based in San Mateo, California with additional offices in Westport, Connecticut and Delhi, India. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Trident FFP GP LLC Seller Name: Trident FFP GP LLC Primary Industry: Website: Headquarters: United States Business Description Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Trident FFP LP Seller Name: Trident FFP LP Primary Industry: Website: Headquarters: Connecticut, United States Business Description Trident FFP LP was incorporated in 2017 and is based in Greenwich, Connecticut. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): 10.64268 Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): - Return On Investment (%): - Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 9 of 13
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Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition (Proprietary Data Only) (Proprietary Data Only) Investor Notes: (Proprietary Data Only) Trident Vi De Parallel Fund, L.P. Seller Name: Trident Vi De Parallel Fund, L.P. Primary Industry: Website: Headquarters: Connecticut, United States Business Description Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Trident Vi Parallel Fund, L.P. Seller Name: Trident Vi Parallel Fund, L.P. Primary Industry: Website: Headquarters: Connecticut, United States Business Description Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Trident VI, L.P. Seller Name: Trident VI, L.P. Primary Industry: Asset Management and Custody Banks Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 10 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Website: Headquarters: Connecticut, United States Business Description Trident VI, L.P. is a private equity / buyouts fund. It specializes in directly investing. The fund prefers investing in buyout. It targets other diversified financial services, multi-sector holdings, and specialized finance. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Wasatch Advisors Inc (nka:Wasatch Advisors LP) Seller Name: Wasatch Advisors Inc (nka:Wasatch Advisors LP) Primary Industry: Asset Management and Custody Banks Website: wasatchglobal.com/about/ Headquarters: Utah, United States Business Description Wasatch Advisors LP is a privately owned investment manager. It primarily provides its services to individuals, high net worth individuals, investment companies, pooled investment vehicles, pension and profit sharing plans, charitable organizations, state or municipal government entities , other investment advisers, sovereign wealth funds and foreign official institutions, corporations. The firm is a large advisory firm, an investment adviser to an investment company which provides portfolio management for individuals and/or small businesses, portfolio management for investment companies, portfolio management for pooled investment vehicles, portfolio management for businesses or institutional clients. The firm manages separate client focused equity portfolios for its clients. The firm invests in the public equity markets. The firm launches and manages equity, balanced, hedge and fixed income mutual funds for its clients. It invests in value and growth stocks of companies across all market capitalizations. The firm employs fundamental analysis with bottom-up stock picking approach. It conducts in-house research to make its investments. Wasatch Advisors LP was founded in 1975 and is based in Salt Lake City, Utah. Company Relationship Information Relationship Type: Prior Investment Percent Sold (%): 0.95000 Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Buyer Company Details Clayton, Dubilier & Rice, LLC Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 11 of 13
Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Buyer Name: Clayton, Dubilier & Rice, LLC Primary Industry: Asset Management and Custody Banks Website: www.cdr-inc.com Headquarters: New York, United States Business Description Clayton, Dubilier & Rice, LLC. is a private equity firm specializing in buyouts, acquisitions, and growth capital financings of mature and underperforming companies. It invests in the manufacturing, healthcare, medical device, distribution, services, technology-enabled services, software businesses, information technology, chemicals, business services, energy services, new materials, industrial automation, industrial properties and services, financial services and consumer goods sectors. The firm invests in companies based in North America with a focus on the United States and Canada ; and Europe with a focus on the United Kingdom, Germany, and Italy. It also identifies and evaluates potential opportunities in France, the Benelux countries, and Asia. It focuses on non-core divisions of large corporations. It makes equity investments between $100 million and $500 million and invests in corporate carve outs, valued at $1 billion to $15 billion. Clayton, Dubilier & Rice, LLC. was established in 1978 and is based in New York, New York with additional offices in George Town, Cayman Islands, Hong Kong and London, United Kingdom. Company Relationship Information Relationship Type: Current Investment Lead Investor: No Current Investment ($ mm): - Total Investment ($ mm): - Percent Acquired (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Stone Point Capital LLC Buyer Name: Stone Point Capital LLC Primary Industry: Asset Management and Custody Banks Website: www.stonepoint.com Headquarters: Connecticut, United States Business Description Stone Point Capital LLC is a private equity and venture capital firm specializing in mature, middle market, emerging growth, PIPEs, growth capital, early stage, opportunistic and buyout investments. It seeks to invest in financial services with focus on advisory, broker dealers, merchant trading, managed care and healthcare services, business services, insurance run off, insurance services, outsourcing & technology, property and casualty insurance, real estate and finance services, specialty finance/non-bank lenders, insurance distribution, life insurance underwriting, casualty reinsurance carriers; central reserve depository institutions; specialty lending and banking companies; diversified financial services including banks, credit opportunities, healthcare companies, asset managers and insurers; financial responsibility reinsurance carriers; health and medical insurance; insurance brokers; life reinsurance carriers; title reinsurance carriers; asset and wealth management; insurance industry software; mortgage services; online insurance services; and employee benefits sectors. It typically invests in opportunities such as: supply and demand imbalances between the demand for insurance and the supply of capital available to support underwriting activities; the restructurings and divestitures of a division or a subsidiary by an insurance or financial services company; the distribution and other non-underwriting businesses; distressed assets and run-off management by insurers; and special situations including, demutualization, privatizations, public offerings, and other financings. It seeks to invest in globally. The firm generally makes equity investments between $75 million and $750 million but can make larger investments as well. It seeks to control, majority or substantial minority positions in its portfolio companies, with board representation and customary shareholder rights. The firm’s investment horizon varies by investment and spans five to 10+ years. The firm was formerly known as MMC Capital, Inc. Stone Point Capital LLC was founded in 2005 and is based in Greenwich, Connecticut with additional offices in New York, New York and West Palm Beach, Florida. Company Relationship Information Relationship Type: Current Investment Lead Investor: No Current Investment ($ mm): - Total Investment ($ mm): - Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 12 of 13
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Focus Financial Partners Inc. > Transaction Details > Merger/Acquisition Percent Acquired (%): - Percent Currently Held (%): - Proprietary Relationship Details Percent of Funds Invested (%): (Proprietary Data Only) - Return On Investment (%): (Proprietary Data Only) - Investor Notes: (Proprietary Data Only) Related Filings Company Name Form Type Filed Date Focus Financial Partners Inc. Aug-31-2023 Focus Financial Partners Inc. biz Aug-31-2023 Focus Financial Partners Inc. Jul-14-2023 Stone Point Capital LLC biz Jun-15-2023 Focus Financial Partners Inc. May-26-2023 Focus Financial Partners Inc. US Focus Financial closes go-shop period under USD 7bn go-private deal Apr-11-2023 Focus Financial Partners Inc. DEFA14A Apr-10-2023 Focus Financial Partners Inc. Apr-07-2023 Focus Financial Partners Inc. Feb-28-2023 Focus Financial Partners Inc. SC 13D/A Feb-28-2023 Focus Financial Partners Inc. Feb-27-2023 Focus Financial Partners Inc. Feb-09-2023 Focus Financial Partners Inc. Feb-02-2023 Focus Financial Partners Inc. Feb-02-2023 Focus Financial Partners Inc. DEFA14A Feb-02-2023 Focus Financial Partners Inc. Feb-01-2023 Focus Financial Partners Inc. SC 13G/A Jan-20-2023 Focus Financial Partners Inc. Nov-03-2022 * Denotes that the information is proprietary. Proprietary data is in USD only. Historical Equity Pricing Data supplied by Interactive Data Pricing and Reference Data LLC Date Created: Dec- 14-2023 Copyright © 2023 S&P Global Market Intelligence, a division of S&P Global Inc. All Rights reserved. Page 13 of 13