Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock has been listed on The Nasdaq Global Select Market (the “Nasdaq”) under the symbol “CERT” since December 11, 2020. Prior to that date, there was no public trading market for our common stock.
As of March 4, 2021, there were 87 holders of record of our common stock as reported by our transfer agent. Holders of record are defined as those stockholders whose shares are registered in their names in our stock records and do not include beneficial owners of common stock whose shares are held in the names of brokers, dealers, and clearing agencies.
Dividend Policy
We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations, to finance the growth and development of our business and to reduce our net debt. Any determination to declare dividends in the future will be at the discretion of our board of directors, subject to applicable laws, and will be dependent on a number of factors, including our earnings, capital requirements and overall financial condition. In addition, because we are a holding company, our ability to pay dividends on our common stock may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries, including restrictions under our Credit Agreement, and may be further restricted by the terms of any future debt or preferred securities.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, or the SEC, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Act.
The following graph compares (i) the cumulative total stockholder return on our common stock from December 11, 2020 (the date our common stock commenced trading on NASDAQ) through December 31, 2020 with (ii) the cumulative total return of the NASDAQ Index and the NASDAQ-100 Technology Sector Index over the same period, assuming the investment of $100 in our common stock and in each index on December 11, 2020 and the reinvestment of dividends. The graph uses the closing market price on December 11, 2020 of $38.08 per share as the initial value of our common
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stock. As discussed above, we have never declared or paid a cash dividend on our common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.
Recent Sales of Unregistered Securities
Prior to the completion of our initial public offering (“IPO”) on December 15, 2020, all of our outstanding common stock was held by EQT. On December 10, 2020, in connection with our IPO, we issued 5,941,693 shares of unvested restricted common stock to holders of unvested Class B Profits Interest Units (the “Class B Units”) in EQT in exchange for such unvested Class B Units. All recipients of such restricted common stock are our directors or employees. The exchange ratio was based on the terms of the Class B Unit award agreements and our IPO price of $23.00 per share.
These issuance of restricted stock were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.
Issuer Purchases of Equity Securities
None.
Use of Proceeds from Initial Public Offering
On December 15, 2020, we completed our IPO in which we sold 14,630,000 shares of our common stock and certain selling stockholders sold 18,783,250 shares of our common stock (representing the full exercise of the underwriters’ option to purchase additional shares) at a public offering price of $23.00 per share. The offer and sale of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-250182), which was declared effective by the SEC on December 10, 2020. We received net proceeds of $316.3 million after deducting underwriting discounts and commissions in respect of the IPO closing. We did not receive any proceeds from the sale of shares by the selling stockholders. We incurred offering costs (in addition to underwriting discounts and commissions) for our IPO payable by us of $4.4 million, net of the tax effect of $0.3 million.
We utilized a portion of the net proceeds of the IPO to repay an aggregate of $80.0 million in principal amount of our outstanding indebtedness under the Loan Agreement and accrued interest of $3.0 million. We used the remainder of the net proceeds from the IPO for general corporate purposes, including the payment of offering costs related to the IPO.
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Jefferies LLC and Morgan Stanley & Co. LLC acted as representatives of the underwriters for our IPO.
No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy.
Item 6. Selected Financial Data.
Not required.