Sec Form 13D Filing - ONEX CORP filing for RYAN SPECIALTY HOLDINGS INC. (RYAN) - 2023-05-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

RYAN SPECIALTY HOLDINGS, INC.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

78351F107

(CUSIP Number)

Andrea E. Daly, Esq.

c/o Onex Corporation

161 Bay Street P.O. Box 700

Toronto, ON, Canada M5J 2S1

+1 (416) 362-7711

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 22, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule 13D because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D/A

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed on August 2, 2021 (the “Schedule 13D”) with respect to shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of Ryan Specialty Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at Two Prudential Plaza, 180 N. Stetson Avenue, Suite 4600, Chicago, IL 60601.

Item 2. Identity and Background.

The response set forth in Item 2 of the Schedule 13D is incorporated by reference in its entirety.

Item 3. Source and Amount of Funds or Other Consideration.

The Class A Common Stock beneficially owned by the Reporting Persons was originally acquired and previously reported on the Schedule 13D by the Reporting Persons on August 2, 2021. None of the Reporting Persons has acquired or disposed of any Class A Common Stock since August 2, 2021 and this Amendment to the Schedule 13D is being filed on the basis of the facts and circumstances described under Item 4 of this Amendment, which is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is incorporated by reference in its entirety, and is hereby amended and supplemented as follows:

On May 22, 2023, Onex RSG LP and Onex RSG Holdings LP (the “Selling Reporting Persons”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., as the underwriter listed in Schedule I thereto (the “Underwriter”), relating to an underwritten secondary public offering of 7,961,750 shares of Class A Common Stock by Onex RSG LP and 348,341 shares of Class A Common Stock by Onex RSG Holdings LP at a price of $43.45 per share of Class A Common Stock (the “Onex Offering”). The Selling Reporting Persons expect total proceeds from the Onex Offering of $361,073,453.95, before deducting offering expenses.

The Onex Offering was made pursuant to an automatic shelf registration statement filed by the Issuer with the Securities and Exchange Commission on May 22, 2023 and is anticipated to close on May 25, 2023. Pursuant to the Underwriting Agreement, the Selling Reporting Persons agreed to customary lock-up provisions in respect of shares of the Issuer’s Common Stock for a period of 60 days starting from the date of the Underwriting Agreement, except as the Underwriter permits. The preceding description of the Underwriting Agreement is only a summary and is qualified by reference to the Underwriting Agreement. See Item 7.

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Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended by amending and restating Items 5(a), (b), and (c) as follows, giving effect to the consummation of the Onex Offering described in Item 4 of this Amendment:

(a) – (b)

Onex Corporation may be deemed to beneficially own the shares of Class A Common Stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Schwartz, the Chairman of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the shares of Class A Common Stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims any such beneficial ownership.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by incorporating by reference the disclosure set forth in Item 4 of this Amendment regarding the Underwriting Agreement.

Item 7. Material to be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 24, 2023

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SCHEDULE A

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of Onex Corporation, Onex RSG GP Inc. and Onex Private Equity Holdings LLC are set forth below.

Onex Corporation

Onex RSG GP Inc.

Onex Private Equity Holdings LLC