Acrisure Commences Tender Offer and Consent Solicitation

GRAND RAPIDS, Mich.--(BUSINESS WIRE)--Acrisure, LLC, a Michigan limited liability company (“Acrisure” or the “Company”), announced today that it has commenced an offer to purchase for cash (the “Tender Offer”) any and all outstanding 10.125% Senior Notes due 2026 issued by Acrisure and Acrisure Finance Inc. (the “Notes”). In conjunction with the Tender Offer, Acrisure is soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes (the “Indenture”) to eliminate certain of the covenants, restrictive provisions and events of default from such Indenture (collectively, the “Proposed Amendments”).

Acrisure is making the Tender Offer and Consent Solicitation pursuant to the terms of and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated June 3, 2024 (the “Statement”).

Certain information regarding the Notes and the Tender Offer is set forth in the table below:

Title of Series	CUSIP/ISIN Nos.	Aggregate Principal Amount Outstanding	Reference U.S. Treasury Security	Bloomberg Reference Page	Fixed Spread (basis points)	Early Participation Payment Per $1,000 Principal Amount of Notes^(1)(2)(3)
10.125% Senior Notes due 2026	00489L AD5 / US00489LAD55 (144A) U0055L AC8 / USU0055LAC82 (Reg S)	$400,000,000	3.000% U.S. Treasury due July 31, 2024 (CUSIP 91282CFA4)	FIT 3	+0 bps	$30.00

(1)	The Total Consideration (as defined below) for the Notes validly tendered prior to or at the applicable Early Participation Deadline (as defined below) and accepted for purchase is calculated using the Fixed Spread and is inclusive of the applicable Early Participation Payment (as defined below).
(2)	In order to be eligible to receive the Early Participation Payment, Holders (as defined below) must validly tender their Notes and deliver their related consents at or prior to the Early Participation Deadline.
(3)	Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Participation Deadline and accepted for purchase (the “Early Participation Payment”).

The "Total Consideration" per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread (the "Fixed Spread") specified for the Notes in the table above over the yield to maturity (the "Reference Yield") based on the bid side price of the U.S. Treasury Security (the "Reference U.S. Treasury Security") specified in the table above, as calculated by Morgan Stanley & Co. LLC (the "Dealer Manager and Solicitation Agent") at 2:00 p.m., New York City time, on June 14, 2024 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended, the "Price Determination Date"). The Total Consideration is inclusive of the applicable Early Participation Payment. The “Tender Offer Consideration” will equal the Total Consideration minus the Early Participation Payment.

Any Notes that have been validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on June 14, 2024, unless extended or terminated (such date and time, as the same may be extended, the “Withdrawal Deadline”). Holders who validly tender at or prior to 5:00 p.m., New York City time, on June 14, 2024 (the “Early Participation Deadline”) (and not validly withdrawn at or prior to the Withdrawal Deadline), and accepted for purchase will receive the Total Consideration, which includes the Early Participation Payment. Holders of Notes (collectively, the “Holders”) who validly tender $1,000 principal amount of Notes at or before 5:00 p.m., New York City time, on July 2, 2024, unless extended or terminated (such date and time, as the same may be extended, the “Expiration Time”), and not validly withdrawn, and whose Notes are accepted by Acrisure, will be eligible to receive the Tender Offer Consideration, which does not include the Early Participation Payment. Holders of Notes validly tendered following the Early Participation Deadline, but on or prior to the Expiration Time, and accepted for purchase, will receive the Tender Offer Consideration (which will not include the Early Participation Payment). To be eligible to receive the Tender Offer Consideration, any withdrawn Notes must be validly re-tendered and not validly withdrawn prior to the Expiration Time. Only Holders that validly tender and deliver (and do not validly withdraw and revoke) their Notes and related consents at or prior to the Early Participation Deadline and whose Notes are accepted for purchase by Acrisure will be entitled to receive the Total Consideration (including the Early Participation Payment) on the applicable Settlement Date. In addition to the Total Consideration or Tender Offer Consideration, as applicable, tendering Holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date with respect to the Notes to, but not including, the applicable Settlement Date.

Holders may not deliver consents to the Proposed Amendments in the Consent Solicitation without tendering Notes in the Tender Offer, and may not tender Notes in the Tender Offer without delivering consents to the Proposed Amendments in the Consent Solicitation.

The “Early Settlement Date” will be, at Acrisure’s option, any time after the Early Participation Deadline and prior to the Expiration Time, which date is expected to be June 18, 2024, subject to the satisfaction or waiver of all conditions to consummation of the Tender Offer and the Consent Solicitation, including the consummation of the Arrangement (as defined below). The “Final Settlement Date” will be promptly after the Expiration Time. We refer to the Early Settlement Date and the Final Settlement Date as the “Settlement Date,” as applicable.

To the extent any Notes are not tendered and accepted for purchase pursuant to the Tender Offer, Acrisure may purchase any outstanding Notes in the open market, in privately negotiated transactions, through one or more additional tender or exchange offers, by redemption or otherwise.

Acrisure is soliciting consents from the Holders (i) to the Proposed Amendments to eliminate certain covenants, restrictive provisions and events of default applicable to the Notes and (ii) to the execution and delivery of a supplemental indenture to the Indenture, containing the Proposed Amendments. The consent of the Holders of a majority of the outstanding aggregate principal amount of the Notes will be required to give effect to the Proposed Amendments.

The Tender Offer and Consent Solicitation are subject to certain conditions set forth in the Statement, including a financing condition.

Acrisure has engaged Morgan Stanley & Co. LLC as the Dealer Manager and Solicitation Agent for the Tender Offer. Copies of the Statement may be obtained from D.F. King, the Depositary and Information Agent, by phone at [phone] (toll-free) or [phone] (collect for banks and brokers). Please direct questions regarding the Tender Offer to Morgan Stanley & Co. LLC at [phone] (toll-free) or [phone] (collect for banks and brokers).

About Acrisure

Acrisure is An Extraordinary Advantage℠ for millions of clients worldwide. The Company combines humans and high tech to deliver a broad array of products including Insurance, Reinsurance, Cyber Services, Mortgage Origination and more. In the last ten years, Acrisure has grown in revenue from $38 million to $4.4 billion and today employs over 17,000 colleagues in over 21 countries.

Forward-Looking Statements

This press release contains “forward-looking statements” which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts may be forward-looking statements. Words such as “should,” “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “contemplates” and similar expressions identify forward-looking statements. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Such forward-looking statements include statements regarding the ability of the Company to satisfy the financing condition and receive the requisite consents to the Proposed Amendments. Such forward-looking statements speak only as of the date of this press release and the Company does not undertake any obligation to update any forward-looking statements.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to purchase, or the solicitation of an offer to sell, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In the case of the Tender Offer and Consent Solicitation, the Tender Offer and Consent Solicitation are being made solely pursuant to the Statement and only to such persons and in such jurisdictions as is permitted under applicable law.