--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-097110" form_type: "8-K" ticker: null cik: "0001651052" company_name: "Focus Financial Partners Inc." filed_at: "2023-08-31T23:59:59+00:00" generated_at: "2026-06-11T01:17:13.790131+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Focus Financial completes CD&R/Stone Point acquisition; stock delisted at $53/share ## Summary - Merger consideration of $53 per share in cash; aggregate payment to stockholders approx. $4.5B. - Enterprise value in excess of $7B; deal funded by equity from CD&R and Stone Point and $500M incremental term loan. - Company's Class A common stock ceased trading on Nasdaq; deregistration filed. - Board resigned prior to merger effective time; new directors from acquirers appointed. - New $500M senior secured term loan B-6 facility matures June 2028; SOFR+3.5% margin. ## SEC filing metadata - accession: 0001104659-23-097110 - form_type: 8-K - cik: 0001651052 - company_name: Focus Financial Partners Inc. - filed_at: 2023-08-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/tm2325227d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-097110 - JSON: https://secwatch.observer/filing/0001104659-23-097110.json - Plain text: https://secwatch.observer/filing/0001104659-23-097110.txt ## Key facts - Debt Financings Focus Financial Partners Inc. incurred term loan of $500.0 million with 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 at adjusted term SOFR rate plus 3.50% per annum maturing June 30, 2028. - Instrument: term loan - Principal: $500.0 million - Counterparty: 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 - Rate: adjusted term SOFR rate plus 3.50% per annum - Maturity: June 30, 2028 - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Lauren Seidman resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Lauren Seidman was appointed as Director at Focus Financial Partners Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Fayez Muhtadie was appointed as Director at Focus Financial Partners Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Fayez S. Muhtadie resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Ruediger Adolf was appointed as Director at Focus Financial Partners Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change David Winokur was appointed as Director at Focus Financial Partners Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Ruediger Adolf resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Joseph Feliciani, Jr. resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Fayez Muhtadie resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change James D. Carey resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Rajini Sundar Kodialam resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change George S. LeMieux resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Greg S. Morganroth, MD resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change David Winokur resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change Elizabeth R. Neuhoff resigned as Director at Focus Financial Partners Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Executive change James Shanahan was appointed as Director at Focus Financial Partners Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Governance Changes Focus Financial Partners Inc.: Amended and restated bylaws in their entirety in connection with merger. - Change: bylaw amendment source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Governance Changes Focus Financial Partners Inc.: Amended and restated certificate of incorporation in its entirety in connection with merger. - Change: charter amendment source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - M&A Transactions Focus Financial Partners Inc. underwent a change of control involving Clayton, Dubilier & Rice, LLC and Stone Point Capital LLC for $53 in cash (closed 2023-08-31). - Action: change of control - Counterparty: Clayton, Dubilier & Rice, LLC and Stone Point Capital LLC - Consideration: $53 in cash - Closing: 2023-08-31 source text: (“ 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm - Material Agreements Focus Financial Partners Inc. amended Amendment No. 13 to its First Lien Credit Agreement with 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 valued at $500.0 million (effective 2023-08-31). - Action: amendment - Agreement: credit facility - Counterparty: 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 - Value: $500.0 million - Effective: 2023-08-31 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651052/000110465923097110/0001104659-23-097110-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.