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Ryan Specialty Holdings, Inc. – ‘8-K’ for 1/19/24

On:  Friday, 1/19/24, at 8:03am ET   ·   For:  1/19/24   ·   Accession #:  950170-24-5584   ·   File #:  1-40645

Previous ‘8-K’:  ‘8-K’ on 1/2/24 for 12/28/23   ·   Next:  ‘8-K’ on 2/27/24 for 12/31/23   ·   Latest:  ‘8-K’ on 5/8/24 for 5/1/23   ·   2 References:   

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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

Current Report   —   Form 8-K

Filing Table of Contents

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’   —   Current Report


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 iX:   C:  C: 
  8-K  
 i 0001849253 i false00018492532024-01-192024-01-19

 

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 001-40645

 i 86-2526344

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

 i 155 North Wacker Drive, Suite 4000

 

 i Chicago,  i Illinois

 

 i 60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  i 312  i 784-6001

 

 

(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:

 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

 i Class A Common Stock, $0.001 par value

 

 i RYAN

 

 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.

(d)

Exhibits

 

Number

Description

10.1

Repricing Amendment dated January 19, 2024.

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.

 

 

 

RYAN SPECIALTY HOLDINGS, INC.

 

 

 

 

Date:

January 19, 2024

By:

 /s/ Mark S. Katz

 

 

 

Mark S. Katz, Executive Vice President, General Counsel and Corporate Secretary

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:1/19/24None on these Dates
9/1/20
 List all Filings 


2 Subsequent Filings that Reference this Filing

  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
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