Ryan Specialty Holdings, Inc. Launches Private Offering of $500 Million Senior Secured Notes

Ryan Specialty Holdings, Inc. (NYSE: RYAN) made an announcement on December 2, 2024, regarding a forthcoming private offering within its subsidiary, Ryan Specialty, LLC. The Company is aiming to issue up to $500.0 million in aggregate principal amount of additional 5.875% Senior Secured Notes due 2032, labeled as the “New 2032 Notes”. These notes will be provided as an extension under the existing indenture governing the Company’s outstanding $600.0 million in aggregate principal amount of 5.875% Senior Secured Notes due 2032 implemented on September 19, 2024, known as the “Existing 2032 Notes”.

The Newly issued 2032 Notes, like the Existing 2032 Notes, are guaranteed jointly and severally, on a senior secured basis, by all existing and future wholly-owned subsidiaries of the Company. These subsidiaries guarantee its obligations under the $400.0 million in aggregate principal amount 4.375% Senior Secured Notes due 2030 and its credit agreement. It should be noted that Ryan Specialty does not provide a guarantee for these notes. The New 2032 Notes are expected to be secured on a first-lien basis by the majority of assets that secure the Company’s obligations under the Existing 2030 Notes and the credit agreement, including those relating to the Revolving Credit Facility.

The funds generated from this offering are intended to be utilized for potential acquisition opportunities, investments aligned with the acquisition strategy, general corporate purposes, and to cover fees and expenses relevant to the offering. In alignment with the Company’s capital management strategy, a portion of the proceeds may be applied to temporarily repay up to $400.0 million of outstanding borrowings under the Revolving Credit Facility. These borrowings were initially used to finance a part of the acquisition of Innovisk Capital Partners for $450.0 million on November 4, 2024.

The offering of the New 2032 Notes will be made available to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 and to certain non-U.S. persons under Regulation S under the Securities Act. It should be emphasized that neither the Existing 2032 Notes nor the New 2032 Notes are registered under the Securities Act or the securities laws of any state or other jurisdiction, thus prohibiting their sale in the United States without proper registration or exemption from the Securities Act and applicable state securities or foreign securities laws.

Moreover, Ryan Specialty emphasized the forward-looking statements provided in the report, including the risks and uncertainties involved. It’s paramount for shareholders to exercise caution and refrain from over-reliance on these forward-looking statements, especially given the uncertainties present that could impact actual results.

This Current Report on Form 8-K also clarifies that the press release accompanying the information should not be considered as an offer to purchase any of the New 2032 Notes or other securities of Ryan Specialty or the Company. Furthermore, they are not to be construed as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or integrated by reference into any registration statement or other documents under the Securities Act or the Exchange Act.

For further details, the full text of this 8-K filing and associated exhibits can be found on the SEC website.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Ryan Specialty’s 8K filing here.

Ryan Specialty Company Profile

Ryan Specialty Holdings, Inc operates as a service provider of specialty products and solutions for insurance brokers, agents, and carriers in the United States, Canada, the United Kingdom, Europe, and Singapore. It offers distribution, underwriting, product development, administration, and risk management services by acting as a wholesale broker and a managing underwriter.