Myob Group Ipo Prospectus

Myob group ipo prospectus

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As filed with the Securities and Exchange Commission on September 23, 2019


No. 333-            






Washington, D.C. 20549








BRP Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction of
Incorporation or Organization)


(Primary Standard Industrial
Classification Code Number)



Identification Number)

4010 W. Boy Scout Blvd.

Suite 200

Tampa, Florida 33607

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)




Trevor L.

Chief Executive Officer


Kristopher A. Wiebeck
Chief Financial Officer
Bradford L. Hale
Chief Accounting Officer
4010 W. Boy Scout Blvd.
Suite 200
Tampa, Florida 33607


(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)



Copies to:


Richard D.

Truesdell, Jr.

Shane Tintle

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017



Dwight S.

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Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036




Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a


filer, a smaller reporting company or an emerging growth company.

What determines ipo stock price

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule


of the Exchange Act.


Large accelerated filer



Accelerated filer


Non-accelerated filer



Smaller reporting company


Emerging growth company




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  





Title of each class
of securities to be registered


Proposed maximum
aggregate offering


Amount of
registration fee

Class A common stock, par value $0.01 per share









Includes additional shares of Class A common stock which the underwriters have the option to purchase to cover over-allotments.




Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Information in this preliminary prospectus is not complete and may be changed.

We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.


Subject to completion, dated September 23, 2019

Preliminary Prospectus




BRP Group, Inc.

(incorporated in Delaware)

Class A common stock

BRP Group, Inc. is offering                shares of its Class A common stock. This is our initial public offering and no public market exists for our Class A common stock. We anticipate that the initial public offering price of our Class A common stock will be between $                and $                per share.

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We will use all of the net proceeds we receive from this offering to purchase new membership interests of Baldwin Risk Partners, LLC, which we refer to as “LLC Units,” from Baldwin Risk Partners, LLC and to purchase LLC Units from Lowry Baldwin, our Chairman, and from The Villages Invesco, LLC, or Villages Invesco, one of our significant shareholders.

No public market exists for the LLC Units. The purchase price for each LLC Unit will be equal to the initial public offering price of our Class A common stock. We will cause Baldwin Risk Partners, LLC to use the proceeds from the sale of LLC Units to BRP Group, Inc.

as follows: (i) to pay fees and expenses of approximately $         million in connection with this offering and the Reorganization Transactions; (ii) to repay $         of our outstanding borrowings under our Cadence Credit Agreement, (as defined herein) and Villages Credit Agreement (as defined herein), including all of the outstanding borrowings under the Villages Credit Agreement and (iii) for general corporate purposes, such as for working capital and for potential strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies.

See “Use of proceeds. Baldwin Risk Partners, LLC will not receive any proceeds from the sale of LLC Units by Lowry Baldwin, our Chairman, and Villages Invesco to us.

This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering.

The Up-C approach provides the existing owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the existing owners when they ultimately exchange their pass-through interests for shares of Class A common stock. We are a holding company, and immediately after the consummation of the Reorganization Transactions and this offering our principal asset will be our ownership interests in Baldwin Risk Partners, LLC.

See “Organizational structure—Holding company structure and the Tax Receivable Agreement.” Upon the completion of this offering, we and the Pre-IPO LLC Members (as defined herein) will hold     % and     % of Baldwin Risk Partners, LLC, respectively.

Upon completion of this offering, BRP Group, Inc.

will have two classes of common stock.

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The Class A common stock offered hereby will have one vote per share and the Class B common stock will have one vote per share. Upon completion of this offering, the


LLC Members, including Lowry Baldwin and Trevor Baldwin, our Chief Executive Officer, and certain other members of management, will hold shares of Class B common stock that will entitle them to    % of the combined voting power of our common stock (or    % if the underwriters exercise their option to purchase additional shares in full).

As a result, the


LLC Members will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and


and the approval of any merger or sale of the Company or substantially all of our assets.

We have applied to list our Class A common stock on the Nasdaq Global Select Market, or the Nasdaq, under the symbol “BRP.”

Investing in our Class A common stock involves risk.

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See “Risk factors” beginning on page 24.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect, and have elected, to comply with certain reduced public company reporting requirements for future filings. See “Prospectus summary—Implications of being an emerging growth company.”

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.

Any representation to the contrary is a criminal offense.





Per share





Initial public offering price









Underwriting discounts and commissions(1)









Proceeds to us before expenses













See “Underwriting” for a description of compensation to be paid to the underwriters.

At our request, the underwriters have reserved for sale at the initial public offering price per share up to     % of the shares of our Class A common stock offered by this prospectus to certain individuals associated with us.

See the section titled “Underwriting—Directed Share Program.’’

We have granted the underwriters the option to purchase an additional                shares of Class A common stock to cover over-allotments.

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The underwriters expect to deliver the shares against payment in New York, New York on or about                , 2019 through the book-entry facilities of The Depository Trust Company.


J.P. Morgan



BofA Merrill Lynch





Wells Fargo Securities

Raymond James



Keefe Bruyette & Woods

                A Stifel Company

The date of this prospectus is                , 2019.

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In this prospectus, unless the context otherwise requires, “Baldwin Risk Partners,” the “Company,” “BRP,” “we,” “us” and “our” refer (i) prior to the consummation of the reorganization transactions described under “Organizational structure—The Reorganization Transactions,” to Baldwin Risk Partners, LLC and its subsidiaries and (ii) after the reorganization transactions described under “Organizational structure—The Reorganization Transactions,” to BRP Group, Inc., Baldwin Risk Partners, LLC and their subsidiaries.

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted.

The information contained



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in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Class A common stock.

Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

Market and industry data

This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, including from MarshBerry Consulting and Reagan Consulting, as well as from filings of public companies in our industry and internal company surveys.

These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties.

In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

Throughout this prospectus we reference our relative market positioning and performance as compared to the competitors that we consider peers.

Large-peer average figures comprise those of Aon plc, Arthur J. Gallagher & Co., Brown & Brown, Inc., Marsh & McLennan Companies, Inc. and Willis Towers Watson plc. The peer group metrics are based on the latest date for which complete financial data are publicly available.

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Trademarks and service marks

This prospectus contains references to a number of trademarks and service marks which are our registered trademarks or service marks, such as “Baldwin Risk Partners,” “Baldwin Krystyn Sherman Partners” and “Insight Beyond Insurance” or trademarks or service marks for which we have pending applications or common law rights.

Trade names, trademarks and service marks of third parties appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks, service marks and trade names are referred to in this prospectus without the SM and


symbols, but such references are not intended to indicate, in any way, that the owner thereof will not assert, to the fullest extent under applicable law, such owner’s rights to their trademarks, service marks and trade names.


financial measures
We refer in this prospectus to the following


financial measures:



Adjusted EBITDA;


Adjusted EBITDA Margin;


Supplemental Pro Forma Adjusted EBITDA;


Supplemental Pro Forma Adjusted EBITDA Margin; and


Organic Revenue


Organic Revenue Growth.



financial measures are not prepared in accordance with generally accepted accounting principles in the United States, or GAAP.

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They are supplemental financial measures of our performance only, and should not be considered substitutes for net income, commissions and fees or any other measure derived in accordance with GAAP.



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As used in this prospectus, these


financial measures have the following meanings:



Adjusted EBITDA is net income before interest, taxes, depreciation, amortization, and certain items of income and expense, including transaction-related expenses and





Adjusted EBITDA Margin is Adjusted EBITDA divided by commissions and fees;



Supplemental Pro Forma Adjusted EBITDA gives effect to the Partnerships that were completed since January 1, 2017, in each case as if such Partnerships had been completed on January 1, 2017;



Supplemental Pro Forma Adjusted EBITDA Margin is Supplemental Pro Forma Adjusted EBITDA divided by supplemental pro forma commissions and fees; and



Organic Revenue is commissions and fees for the period excluding (i) the first twelve months of commissions and fees generated from new Partners and (ii) the impact of the change in our method of accounting for commissions and fees from contracts with customers as a result of the adoption of Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, effective January 1, 2018, under the modified retrospective method, or New Revenue Standard, on our 2018 commissions and fees when the impact is measured across periods that are not comparable.

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For a description of the New Revenue Standard, see Note 1 to our audited consolidated financial statements for the year ended December 31, 2018 included elsewhere in this prospectus.



Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted for Organic Revenues that were excluded in the prior period because the Partnership had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period.

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For example, revenues from a Partnership consummated June 1, 2017 are excluded from Organic Revenue for 2017. However, after June 1, 2018, results from June 1, 2017 to December 31, 2017 for such Partnership are compared to results from June 1, 2018 to December 31, 2018 for purposes of calculating Organic Revenue Growth in 2018.

Adjusted EBITDA is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.

We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level. Supplemental Pro Forma Adjusted EBITDA and Supplemental Pro Forma Adjusted EBITDA Margin are calculated from the supplemental pro forma information included in this prospectus and we believe that they are meaningful to investors because they show how all Partners that we have acquired, rather than only the Significant Historical Businesses Acquired (as defined herein), would have affected our financial statements during the relevant period given our active Partnership strategy and the numerous Partnerships that have been recently completed.

For a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net income and a reconciliation of Supplemental Pro Forma Adjusted EBITDA and Supplemental Pro Forma Adjusted EBITDA Margin to supplemental pro forma net income, see “Prospectus summary—Summary historical and pro forma financial and other data” and “Prospectus summary—Supplemental pro forma financial information.”

Organic Revenue and Organic Revenue Growth are key metrics used by management and our board of directors to assess our financial performance.

We believe that Organic Revenue and Organic Revenue Growth are appropriate measures of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner. For a reconciliation of Organic Revenue Growth to commissions and fees, see “Prospectus summary—Summary historical and pro forma financial and other data.”



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Our use of the terms Adjusted EBITDA, Adjusted EBITDA Margin, Supplemental Pro Forma Adjusted EBITDA, Supplemental Pro Forma Adjusted EBITDA Margin, Organic Revenue and Organic Revenue Growth may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies.



financial measures used in this prospectus have not been reviewed or audited by our or any independent registered public accounting firm.
In addition, the available


historical financial information with respect to the Partners that were acquired since January 1, 2017 other than the Significant Historical Businesses Acquired, is limited and has not been reviewed or audited by our or any independent registered public accounting firm, which means that Supplemental Pro Forma Adjusted EBITDA and Supplemental Pro Forma Adjusted EBITDA Margin may be less reliable than Adjusted EBITDA.

Adjusted EBITDA, Adjusted EBITDA Margin, Supplemental Pro Forma Adjusted EBITDA and Supplemental Pro Forma Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA, Adjusted EBITDA Margin, Supplemental Pro Forma Adjusted EBITDA and Supplemental Pro Forma Adjusted EBITDA Margin:



do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;



do not reflect changes in, or cash requirements for, our working capital needs;



do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our core operations;



do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;



do not reflect stock-based compensation expense and other


charges; and



exclude certain tax payments that may represent a reduction in cash available to us.



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A letter from the founder

At our essence, Baldwin Risk Partners (BRP) is an entrepreneur-founded and inspired growth story whose vision is to be regarded as the preeminent insurance advisory firm in the nation. Fueled by relationships and powered by people, our vision is exemplified by client adoption, colleague engagement and operational acumen.

Our journey to the inflection point where we now stand has been one of grit-testing trials and tribulations,


lows and euphoric highs that are the hallmark of all successful early-stage entrepreneurial dreams.

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Outlier success stories are never the sole work of a cogent thesis, a thoughtful set of assumptions, a sound financial model, a cohort of calculations or a relationship of ratios.

Rather, they are predicated upon an inspiring vision, a culture worth subscribing to and talented colleagues. We quickly defined who we are, what we stand for and what would propel our performance as an outlier.

The result has been a growth path fueled by colleagues and partners who foster an intentional culture of fun and accountability. Our entrepreneurial dreams now serve over 400,000 clients throughout all stages of their lives and businesses.

How we think about our business

BRP’s business and success is predicated on our ability to create, cultivate and grow our family of relationships. We are distinguished by the insight and experience our people and technologies provide our stakeholders whom we define as our partners, our colleagues, our insurance companies, our communities, our clients and now our shareholders.

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While we are thrilled with results like annual organic growth rates triple the large-peer average, our definition of success is having our stakeholders believe we are worthy of their respect, trust and admiration. We know we have done our job when clients look forward to our conversations and enthusiastically recommend us to their colleagues, friends and family.

Our colleagues and culture

Our ultimate destiny directly correlates with our ability to attract, develop and retain ambitious and talented colleagues who are inspired by our vision and bound together by our culture.

We recruit talent from all industries to ensure we have a broad range of skills and perspectives. Our colleagues are nurtured to think critically, be forthright and creative, embrace the challenge of constant improvement.

BRP’s culture is codified in a document titled The BRP Azimuth, which serves as our firm’s True North to guide behaviors that distinguish and differentiate us as a group.

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The Azimuth is the embodiment of who we are, what we stand for and how we perceive ourselves, each other and the world around us.

What is possible tomorrow

We revel in the fact that everyone needs the services we are providing. We marvel at the inherent resiliency, intrinsic value and simplicity of a reoccurring revenue business model. Our belief is that the insurance intermediary industry is simply one of the best business models on the planet.

Nonetheless, nearly everything we successfully do will be copied and replicated over time. So, how do we maintain and grow the alchemy that is created by the confluence of our vision and purpose, our culture and our colleagues?

We model, teach and live our Azimuth. We stay true to our definition of success and the promises we make to our stakeholders.

We use behaviors we expect from ourselves and each other, and a client-first lens through which all of our decisions are made.



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With the careful curation and nurturance of a tribe-like culture, BRP will become an oasis for like-minded entrepreneurs, leaders and colleagues who want to join something more significant, more intentional and more purposeful than they can find elsewhere.

Together, we are taking a comfortable leap of faith to achieve what is possible, but not yet done.

Lowry Baldwin



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Prospectus summary

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus.

This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” “Supplemental Management’s discussion of analysis of financial condition and results of operations” and our financial statements and the related notes included elsewhere in this prospectus, before deciding whether to purchase shares of our Class A common stock.

Who we are

We are a rapidly growing independent insurance distribution firm delivering solutions that give our clients the peace of mind to pursue their purpose, passion and dreams. We support our clients, our employees, which we refer to as Colleagues, our insurance companies with which we have a contractual relationship, which we refer to as Insurance Company Partners, and our communities through the deployment of vanguard resources and capital to drive organic and inorganic growth.

We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits. Our growth plan includes increased geographic representation across the U.S., expanded client value propositions and new lines of insurance to meet the needs of evolving lifestyles, business risks and healthcare funding.

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We are a destination employer supported by an award-winning culture, powered by exceptional people and fueled by industry-leading growth and innovation. We believe we are the second fastest growing insurance broker based on our fiscal year 2018 results.

We represent over 400,000 clients across the United States and internationally. Our more than 500 Colleagues include over 160 producers, which we refer to as Risk Advisors, who are fiercely independent, relentlessly competitive and “insurance geeks.” We have over 40 offices (in four states), all of which are equipped to provide diversified products and services to empower our clients at every stage through our four reporting segments, or Operating Groups.



Middle Market provides expertly-designed private risk management, commercial risk management and employee benefits solutions for businesses and high net worth individuals, as well as their families.



MainStreet offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities.



Medicare offers consultation for government assistance programs and solutions to seniors and Medicare-eligible individuals through a network of agents.



Specialty delivers specialty insurers, professionals, individuals and niche industry businesses expanded access to exclusive specialty markets, capabilities and programs requiring complex underwriting and placement.

In 2011, we adopted the “Azimuth” as our corporate constitution. Named after a historical navigation tool used to find “true north,” the Azimuth asserts our core values, business basics and stakeholder promises.

The ideals encompassed by the Azimuth support our mission to deliver indispensable, tailored insurance and risk management insights and solutions to our clients.

We strive to be regarded as the preeminent insurance advisory firm fueled by relationships, powered by people and exemplified by client adoption and loyalty. This type of environment is upheld by the distinct vernacular we use to describe our services and culture. We are a

firm, instead of an agency; we have Colleagues, instead of employees, and we have Risk Advisors, instead of producers/agents. We serve clients instead of customers and we refer to our strategic acquisitions as Partnerships.

We refer to companies that we have acquired, or in the case of asset acquisitions, the producers, as Partners. We believe that our highly differentiated culture, guided by the Azimuth, contributes greatly to our success and the scalability of our business model.

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As a result, we have earned accolades such as being ranked as one of the fastest-growing privately held companies in America for seven consecutive years and named in lists of best companies for which to work.

We have developed a “Tailored Client Engagement Model” in each of our Operating Groups, which provides a disciplined sales process around our unique


strategies. Our tailored models have generated strong new business flow, resulting in strong organic growth in each of our Operating Groups.

The performance of our Operating Groups drove an increase in commissions and fees from $48.0 million in 2017 to $79.9 million in 2018 and consolidated Organic Revenue Growth of 18% in 2018, which was 4.1x greater than the large-peer average according to public filings. We achieved similar results in 2017, reaching 17% Organic Revenue Growth.






Organic/underlying revenue growth as defined by respective peers; Industry average includes AON, AJG, BRO, MMC and WTW.




Specialty includes 2017 period unowned.




MGA of the Future reflects both 2017 and 2018 periods unowned. In our Specialty Operating Group, we offer innovative solutions for niche industries and products delivered through our wholesale/managing general agent, or MGA platform (MGA of the Future), which allows our clients to access insurance markets and Insurance Company Partners to transact insurance and related services in pioneering ways.

“MGA of the Future” was acquired by us through our April 2019 Partnership with Millennial Specialty Insurance LLC, or MSI, and is a national renter’s insurance product distributed via sub-agent partners and property management software providers.

Our thoughtfully designed client experience is tailored to further build on our mission of delivering peace of mind to our clients, yielding increased new business opportunities and client retention.

On the new business side, we have delivered industry-leading Sales Velocity (which refers to the amount obtained by dividing new business written in the current year over the prior year’s commissions and fees).

In 2018, both our Middle Market and MainStreet Operating Groups generated Sales Velocity greater than 1.5x the industry average reported by Reagan Consulting. We are not aware of any comparable statistics for the Medicare or Specialty Operating Groups. On the retention side, we focus on building client relationships through our innovative client value propositions, niche industry expertise, differentiated shared services and excellence in client execution.

Our institutionalized client loyalty and established status as a valued business partner has resulted in client retention which we believe to be 91% during 2018 in our Middle Market Operating Group. Taken together, our

four Operating Groups are capable of serving clients throughout their lifecycle.

We believe that the nature of our product suite offers us compelling cross-sell opportunities as clients remain in our ecosystem over time and the diversification of our client base better positions us to produce attractive financial results across economic cycles.