HYDROFARM HOLDINGS GROUP, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Use of Proceeds On December 9, 2020, our registration statement on Form S-1, as amended (File No. 333-250037) relating to the IPO of our common stock was declared effective by the SEC. Pursuant to such registration statement, we sold an aggregate of 9,966,667 shares of our common stock, including 1,300,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at a price of $20.00 per share. Including the underwriters’ option exercise, the aggregate net proceeds from the offering were approximately $182.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. J.P. Morgan Securities LLC and Stifel, Nicolaus & Company, Incorporated acted as lead joint book-running managers for the offering. Deutsche Bank Securities Inc., Truist Securities, Inc. and William Blair & Company, L.L.C. served as book-running managers for the offering. The proceeds from the IPO were used to (i) repay amounts outstanding under the Term Loan by and among Term Loan Obligors, Brightwood Loan Services, LLC and the other lenders party thereto of $76.6 million (includes accrued interest and fees of $0.3 million), (ii) pay down certain amounts outstanding under the Encina Credit Facility of $33.4 million, (iii) repay $3.3 million under the promissory note to JPMorgan Chase, N.A. through the U.S. Small Business Administrative Paycheck Protection Program, and (iv) pay $2.6 million to settle the Series A preferred stock dividend. No offering expenses were paid or are payable, directly or indirectly, to our directors or officers, to persons owning 10% or more of any class of our equity securities or to any of our affiliates. There has been no material change in the planned use of proceeds from our IPO as described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on December 11, 2020. Unregistered Sales of Equity Securities None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.