Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 23, 2024, we priced the IPO of our Common Stock, par value $0.01 per share (“Common Stock”), at an offering price of $22.00 per share (the “IPO Price”), pursuant to our registration statement on Form S-1 (File No. 333-282404), as amended. On October 23, 2024, in connection with the pricing of the IPO, the Company, Imola JV Holdings, L.P. (the “Selling Stockholder”) and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC and the several underwriters listed on Schedule 1 (the “Underwriters”) entered into an underwriting agreement, pursuant to which we agreed to offer and sell 11,600,000 shares of our Common Stock, and the Selling Stockholder agreed to offer and sell 7,000,000 share of their Common Stock at the IPO Price. The IPO closed and the shares were delivered on October 25, 2024. The Underwriters were granted a 30-day option to purchase up to an additional 2,790,000 shares of Common Stock from the Selling Stockholder, which was exercised in full and closed on November 4, 2024.
We received net proceeds of approximately $233.1 million after deducting underwriting discounts and commissions and estimated offering expenses. We used the net proceeds from the offering to repay a portion of the outstanding borrowings under our Term Loan Credit Facility. There has been no change in the planned use of proceeds from the IPO from those described in the Prospectus.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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