The Baldwin Group, the go-to-market brand name for The Baldwin Insurance Group, priced the previously announced offering by its direct subsidiary, The Baldwin Insurance Group Holdings and a wholly-owned corporate subsidiary of Baldwin Holdings, of $600 million (representing an upsize from the previously announced $500 million) aggregate principal amount of senior secured notes due 2031.

The notes will be issued at par and will bear interest at a rate of 7.125% per annum payable semiannually in cash in arrears on May 15 and November 15 of each year, beginning November 15, 2024 and will mature on May 15, 2031.

Baldwin Holdings intends to use the net proceeds from the issuance of the notes, together with borrowings under its proposed new term loan facility and cash on hand, to repay in full the entire outstanding amounts of borrowings under its existing credit facilities, to settle its contingent earnout liabilities as they become due and to pay related fees, costs, expenses and accrued interest, and any remaining proceeds for general corporate purposes.

The notes are expected to be issued on or about May 24, 2024, subject to customary closing conditions. The closing of the proposed new credit facilities and the terms thereof are subject to obtaining lender commitments, as well as market and other conditions, and there can be no assurance as to whether or when the proposed new credit facilities may be completed, or as to the actual size or terms thereof.

The notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The notes are not being registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.