Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Initial Public Offering
On April 22, 2021, we completed our IPO, which closed on April 27, 2021. Pursuant to the Registration Statement on Form S-1 (Registration No. 333-254930), which was declared effective by the SEC on April 22, 2021, we registered 23,000,000 shares of common stock. All 23,000,000 shares of our common stock were sold in the IPO at a price per share to the public of $19.00 for an aggregate offering price of $437.0 million. Barclays Capital Inc., BofA Securities, Inc., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC were the representatives of the underwriters. The following tables show the per share and total underwriting discounts and commissions paid by us to the underwriters:
Underwriting Discounts and
Commissions Paid By Us
Per Share
$
1.33
Total
$
30,590,000
The total gross proceeds of the IPO were approximately $437.0 million and the total net proceeds of the IPO were approximately $399.3 million. Of the proceeds, approximately $30.6 million was used to pay underwriting discounts and commissions and $7.1 million was used to pay other offering costs. Of the remaining proceeds, $168.7 million was used to repay $168.7 million of our indebtedness under our Amended Term Loan and the Revolving Credit Facility and $216.7 million was used to purchase 12,264,438 shares of common stock from our principal stockholders and a current employee. The remaining $13.9 million of the proceeds will be used for general corporate purposes, including working capital.
There has been no material change in the planned use of the IPO net proceeds from the use of proceeds described in the Prospectus.
Issuances of Common Stock
In connection with our Reorganization, we issued 109,673,709 shares of common stock to our principal stockholders, our senior management and board members, and our current and former employees on April 22, 2021. The shares of common stock were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering. No underwriters were involved in the transaction.
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Item 6. Exhibits
Exhibit
No.
Description
2.1#
Merger Agreement by and between Latham Group, Inc. and Latham Investment Holdings, L.P., dated as of April 22, 2021 (incorporated by reference to Latham Group Inc.’s quarterly report on Form 10-Q filed with the Commission on June 3, 2021 (File No. 001-40358)).
3.1
Amended and Restated Certificate of Incorporation of Latham Group, Inc., dated as of April 22, 2021 (incorporated by reference to Latham Group Inc.’s quarterly report on Form 10-Q filed with the Commission on June 3, 2021 (File No. 001-40358)).
3.2
Amended and Restated Bylaws of Latham Group, Inc., dated as of April 22, 2021 (incorporated by reference to Latham Group Inc.’s quarterly report on Form 10-Q filed with the Commission on June 3, 2021 (File No. 001-40358)).
10.1*
Stockholders Agreement by and among Latham Group, Inc. and the stockholders party thereto, dated as of April 27, 2021
10.2*
Registration Rights Agreement by and among Latham Group, Inc. and the stockholders party thereto, dated as of April 27, 2021
10.3*
Form of Indemnification Agreement by and among the Latham Group, Inc. and each of its directors and executive officers
10.4 †*
Latham Pool Products, Inc. Management Incentive Bonus Plan
10.5 †*
Latham Group, Inc. 2021 Omnibus Equity Incentive Plan
10.6 †*
Form of Nonqualified Option Award Agreement under the 2021 Omnibus Equity Incentive Plan
10.7 †*
Form of Restricted Stock Award Agreement under the 2021 Omnibus Equity Incentive Plan
10.8 †*
Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan
31.1*
Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
31.2*
Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
32.1*
Certification by the CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification by the CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
# Portions of this exhibit have been omitted pursuant to Item 601(a)(v) of Regulation S-K
† Indicates management contract or compensatory plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date August 5, 2021
LATHAM GROUP, INC.
/s/ James Mark Borseth
James Mark Borseth
Chief Financial Officer
(Principal Financial Officer)
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