Focus Financial Partners Inc.: M&A transaction — Focus Financial completes CD&R/Stone Point acquisition; stock delisted at $53/share

into a Material Definitive Agreement. 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 (the “ Incremental Term Loan Credit Facility ”) On August 31, 2023, Focus LLC entered into Amendment No. 13 to its First Lien Credit Agreement dated as of July 3, 2017, by and

Immediately following the Company Merger Effective Time, Ruediger Adolf and James Shanahan were appointed to the board of directors of the Surviving Corporation and David Winokur, Fayez Muhtadie and Lauren Seidman resigned from the board of directors of the Surviving Corporation.

from and after the Company Merger Effective Time, David Winokur, Fayez Muhtadie and Lauren Seidman, who were directors of Company Merger Sub immediately before the Company Merger Effective Time, became directors of the Company.

from and after the Company Merger Effective Time, David Winokur, Fayez Muhtadie and Lauren Seidman, who were directors of Company Merger Sub immediately before the Company Merger Effective Time, became directors of the Company.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

Immediately following the Company Merger Effective Time, Ruediger Adolf and James Shanahan were appointed to the board of directors of the Surviving Corporation and David Winokur, Fayez Muhtadie and Lauren Seidman resigned from the board of directors of the Surviving Corporation.

from and after the Company Merger Effective Time, David Winokur, Fayez Muhtadie and Lauren Seidman, who were directors of Company Merger Sub immediately before the Company Merger Effective Time, became directors of the Company.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

Immediately following the Company Merger Effective Time, Ruediger Adolf and James Shanahan were appointed to the board of directors of the Surviving Corporation and David Winokur, Fayez Muhtadie and Lauren Seidman resigned from the board of directors of the Surviving Corporation.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

Immediately following the Company Merger Effective Time, Ruediger Adolf and James Shanahan were appointed to the board of directors of the Surviving Corporation and David Winokur, Fayez Muhtadie and Lauren Seidman resigned from the board of directors of the Surviving Corporation.

immediately prior to, but conditioned on the occurrence of, the Company Merger Effective Time, Ruediger Adolf, Rajini Sundar Kodialam, James D. Carey, Joseph Feliciani, Jr., George S. LeMieux, Greg S. Morganroth, MD, Fayez S. Muhtadie and Elizabeth R. Neuhoff each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

Immediately following the Company Merger Effective Time, Ruediger Adolf and James Shanahan were appointed to the board of directors of the Surviving Corporation and David Winokur, Fayez Muhtadie and Lauren Seidman resigned from the board of directors of the Surviving Corporation.

at the Company Merger Effective Time, the Company’s Amended and Restated Bylaws, as in effect immediately prior to the Company Merger Effective Time, were amended and restated in their entirety (the “ Bylaws ”).

at the Company Merger Effective Time, the Company’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Company Merger Effective Time, was amended and restated in its entirety (the “ Charter ”).

(“ Class A Common Stock ”) issued and outstanding immediately prior to the Company Merger Effective Time, other than Excluded Shares, was converted into the right to receive $53 in cash, without interest, (the “ Merger Consideration ”) and (b) each share of Class B common stock, par value $0.01 per share, of the Company (“ Class B Common Stock ” and

On August 31, 2023, Focus LLC entered into Amendment No. 13 to its First Lien Credit Agreement dated as of July 3, 2017, by and among Focus LLC, as borrower, the lenders party thereto, Royal Bank of Canada, as term administrative agent, collateral agent and fronting bank, and Bank of America, N.A., as revolver administrative agent and letter of credit issuer, to, among other things, (i) add incremental commitments to Focus LLC’s existing credit facilities, comprised of the Incremental Term Loan Credit Facility and (ii) make certain amendments to the terms of Focus LLC’s existing term loan A and revolving credit facilities.