THE
WOODLANDS, Texas, July 17,
2024 /PRNewswire/ -- TWFG, Inc. ("TWFG") today
announced the pricing of its initial public offering of 11,000,000
shares of its Class A common stock at a price to the public of
$17.00 per share, before underwriting
discounts and commissions, for gross proceeds of $187.0 million. Additionally, TWFG has granted
the underwriters a 30-day option to purchase up to an additional
1,650,000 shares of its Class A common stock at the initial public
offering price, less underwriting discounts and commissions.
The shares are expected to begin trading on the Nasdaq Global
Select Market on July 18, 2024 under
the symbol "TWFG." The offering is expected to close on
July 19, 2024, subject to the
satisfaction of customary closing conditions.
Upon completion of the initial public offering, TWFG will be the
sole managing member of TWFG Holding Company, LLC and will
exclusively operate and control all of its business and
affairs.
TWFG will receive net proceeds of approximately $168.3 million after deducting underwriting
discounts and commissions and estimated expenses and intends to use
the net proceeds received from the initial public offering to
acquire newly-issued LLC units of TWFG Holding Company, LLC (the
"LLC Units") equal to the number of shares of Class A common stock
issued in the initial public offering from TWFG Holding Company,
LLC, at a purchase price per LLC Unit equal to the initial
public offering price per share of Class A common stock after
underwriting discounts and commissions. TWFG intends to cause TWFG
Holding Company, LLC to use the proceeds it receives from the sale
of LLC Units to TWFG, Inc. to pay fees and expenses in connection
with the initial public offering and the reorganization
transactions, to repay in full outstanding debt under its revolving
credit agreement and for potential strategic acquisitions of, or
investments in, other businesses or technologies that TWFG believes
will complement its current business and expansion strategies and
for general corporate purposes.
J.P. Morgan, Morgan Stanley, BMO Capital Markets and
Piper Sandler are acting as joint
lead book-running managers, RBC Capital Markets, UBS Investment
Bank, Keefe, Bruyette & Woods, A Stifel Company and
William Blair are acting as joint
book-running managers and Dowling & Partners Securities LLC is
acting as co-manager for the offering.
The offering is being made only by means of a prospectus. Copies
of the final prospectus relating to the offering may be obtained,
when available, from: J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at
prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com or Morgan Stanley &
Co. LLC, Attention: Prospectus Department, 180 Varick Street,
New York, New York 10014.
A registration statement on Form S-1 relating to these
securities has been filed with the U.S. Securities and Exchange
Commission ("SEC") and became effective on July 17, 2024. Copies of the registration
statement can be accessed through the SEC's website at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction. Any offers, solicitations or offers to
buy, or any sales of securities will be made in accordance with the
registration requirements of the Securities Act of 1933, as
amended.
About TWFG
Founded by Richard F. ("Gordy") Bunch III in 2001, TWFG is a
leading independent distribution platform for personal and
commercial insurance in the United
States. TWFG offers all lines of insurance, multiple
distribution contract options, M&A services, proprietary
virtual assistants, proprietary technology, proprietary premium
financing, unlimited continuing education, recognition programs,
co-op funding, marketing support and overall lower costs to
operate.
Company Contact:
Jeff Arricale
SVP Strategy & Capital Markets
Jeff.Arricale@twfg.com
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SOURCE TWFG, Inc.