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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/19/24 Ryan Specialty Holdings, Inc. 8-K:1,8,9 1/19/24 10:3.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 2: EX-10.1 Material Contract HTML 2.59M 3: EX-99.1 Miscellaneous Exhibit HTML 11K 5: R1 Document And Entity Information HTML 45K 8: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- ryan-20240119_htm XML 15K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 70K Linkbases Document -- ryan-20240119 9: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 10: ZIP XBRL Zipped Folder -- 0000950170-24-005584-xbrl Zip 373K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i January 19, 2024 |
i RYAN SPECIALTY HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 86-2526344 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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i 155 North Wacker Drive, Suite 4000 |
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i Chicago, i Illinois |
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i 60606 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: i 312 i 784-6001 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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i Class A Common Stock, $0.001 par value |
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i RYAN |
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i The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2024, a wholly owned subsidiary of Ryan Specialty Holdings, Inc.(the “Company”), Ryan Specialty, LLC, the borrower, entered into the fifth amendment (the “Repricing Amendment”) to the credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of commercial lenders from time-to-time party thereto dated as of September 1, 2020, as amended. As a result of the Repricing Amendment, the applicable interest rate of the term loan was reduced from SOFR + 3.00% to SOFR + 2.75% and no longer contains a credit spread adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing periods, respectively.
The foregoing description of the Repricing Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A copy of the Repricing Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
The Company issued a press release on January 19, 2024 announcing completion of the Repricing Amendment. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
The Company cautions you that statements included in this current report on Form 8-K that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding cash interest savings resulting from the repricing. The risks and uncertainties relating to the Company are contained in the reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the Securities and Exchange Commission from time to time. The Company's public filings with the Securities and Exchange Commission are available at www.sec.gov. The Company assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.
Item 9.01 Financial Statements and Exhibits.
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Exhibits |
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Description |
10.1 |
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99.1 |
Press release dated January 19, 2024 relating to the Repricing Amendment. |
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.
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RYAN SPECIALTY HOLDINGS, INC. |
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Date: |
By: |
/s/ Mark S. Katz |
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Mark S. Katz, Executive Vice President, General Counsel and Corporate Secretary |
This ‘8-K’ Filing | Date | Other Filings | ||
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Filed on / For Period end: | 1/19/24 | None on these Dates | ||
9/1/20 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/24 Ryan Specialty Holdings, Inc. 10-Q 3/31/24 96:12M Donnelley … Solutions/FA 2/28/24 Ryan Specialty Holdings, Inc. 10-K 12/31/23 121:22M Donnelley … Solutions/FA |