October 18, 2019
Trevor Baldwin
Chief Executive Officer
BRP Group, Inc.
4010 W. Boy Scout Blvd.
Suite 200
Tampa, FL 33607
Re: BRP Group, Inc.
Amendment No. 1 to Registration Statment on Form S-1
Filed October 11, 2019
File No. 333-233908
Dear Mr. Baldwin:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our October 7,
2019 letter.
Amendment No. 1 to Registration Statment on Form S-1 filed October 11, 2019
Capitalization, page 60
1. Please explain the difference between the $65,274,749 pro forma as
adjusted additional
paid in capital and the $72,332,679 disclosed in the unaudited pro forma
balance sheet on
page 74.
Trevor Baldwin
FirstName LastNameTrevor Baldwin
BRP Group, Inc.
Comapany NameBRP Group, Inc.
October 18, 2019
Page 2
October 18, 2019 Page 2
FirstName LastName
Dilution, page 79
2. In the third paragraph of this section and elsewhere, as applicable,
such as in the table,
please revise to say Pro forma net negative tangible book value with
respect to either the
aggregate or per share amounts. Also, provide us with the calculation
of the pro forma net
negative tangible book value per share of $(4.01).
3. Please provide us with the calculation of the pro forma as adjusted
net tangible book value
of $40 million.
Exclusive Forum Provision, page 180
4. We note your response to prior comment 16 that this provision will not
apply to claims
arising under the Securities Act or Exchange Act. Please revise the
exclusive forum
provision in the governing documents to state this clearly, or tell us
how you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
You may contact Vanessa Robertson at 202-551-3649 or Jim Rosenberg at
202-551-3679
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jeffrey Gabor at 202-551-2544 or Joe McCann at
202-551-6262 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance
cc: Richard D. Truesdell, Jr.