Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2020 (the "Closing Date"), Focus Financial Partners, LLC, a subsidiary of Focus Financial Partners Inc., Royal Bank of Canada, as term administrative agent, collateral agent and fronting bank under that certain First Lien Credit Agreement, dated as of July 3, 2017 (as amended, the "Credit Agreement"), and each repricing participating lender, entered into Amendment No. 6 to First Lien Credit Agreement (the "Sixth Amendment"). The Sixth Amendment provides for $1,139,187,324 of replacement term loan commitments, which were funded on the Closing Date and used to refinance the existing term loans under the Credit Agreement and pay related fees and expenses. The Sixth Amendment reduces the interest rate on the replacement term loans to the London InterBank Offered Rate (LIBOR) plus a margin of 2.00%, or the ABR (as defined in the Credit Agreement) plus a margin of 1.00%.

The foregoing description of the Sixth Amendment is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit No.                                 Description
   10.1         Amendment No. 6 to First Lien Credit Agreement, dated as of January
              27, 2020, among Focus Financial Partners, LLC, Royal Bank of Canada, as
              term administrative agent, collateral agent and fronting bank, and each
              repricing participating lender party thereto.




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