Item 7.01 Regulation FD Disclosure.
On September 5, 2024, Ryan Specialty Holdings, Inc. (“Ryan Specialty”) issued a press release announcing that Ryan Specialty, LLC (the “Company”), an indirect subsidiary of Ryan Specialty, is seeking to issue up to an aggregate of $500.0 million in a private offering of senior secured notes (the “Notes”). A copy of the press release relating to the Notes offering is furnished as Exhibit 99.1 hereto.
The Notes will be jointly and severally, unconditionally guaranteed on a senior secured basis by each of the Company’s existing and future wholly owned subsidiaries that guarantee its obligations under its credit agreement. The Notes will not be guaranteed by Ryan Specialty. Subject to certain exceptions, the Notes will be secured on a first-lien basis by substantially all of the assets that secure the Company’s existing notes and its term loan and senior secured revolving credit facility (the “Revolving Credit Facility”).
The Company intends to use the net proceeds from the offering of the Notes to repay a portion of the borrowings under the Revolving Credit Facility, which borrowings were used, together with cash on hand, to fund the acquisition of US Assure Insurance Services of Florida, Inc. (“US Assure”), which was consummated on August 30, 2024 for approximately $1.075 billion (the “US Assure Acquisition”).
The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. The information contained in this Current Report on Form 8-K, including the exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the Notes or any other securities of Ryan Specialty or the Company.
Concurrently with the offering of the Notes, the Company is commencing the process to refinance and repay in full its obligations under its existing $1.6 billion term loan facility and incur new term loan indebtedness of up to $1.7 billion (the “Refinanced Term Loan Facility”). The proceeds of the incremental new term loan indebtedness are expected to be used to repay additional outstanding borrowings under the Revolving Credit Facility.
The terms of the proposed Refinanced Term Loan Facility will be disclosed upon completion of the transaction. The proposed refinancing will be subject to customary closing conditions and there can be no assurance that the refinancing will be successfully completed.
The information contained in this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereunder, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties and that reflect Ryan Specialty’s current expectations and projections with respect to, among other things, its plans, objectives, and business. These forward-looking statements may include words such as “anticipate,”