Torrid Holdings Inc. Announces Launch of Secondary Offering of Common Stock

Rhea-AI Summary

Torrid Holdings Inc. (CURV) has announced the launch of a secondary public offering of 8,000,000 shares of common stock. The offering is being conducted by certain selling stockholders, with Torrid not receiving any proceeds from the sale. Underwriters have been granted a 30-day option to purchase an additional 1,200,000 shares. BofA Securities, Goldman Sachs & Co. , Jefferies, and William Blair are acting as joint lead book-running managers, with Telsey Advisory Group as co-manager. The offering will be made through a prospectus supplement and accompanying prospectus, with documents available on the SEC website or through the underwriters.

Positive

• Potential for increased market liquidity due to additional shares being offered
• Involvement of major financial institutions as underwriters, potentially indicating market confidence

Negative

• Potential dilution of existing shareholders' ownership
• Company not receiving any proceeds from the sale of shares
• Possible downward pressure on stock price due to increased supply of shares

Insights

Financial Analyst

This secondary offering of 8 million shares by existing stockholders signals potential shifts in Torrid's ownership structure. While the company won't receive proceeds, it could impact stock price and liquidity. The additional 1.2 million share option for underwriters adds flexibility. Involvement of major banks like BofA and Goldman Sachs lends credibility. However, large sell-offs by insiders can sometimes be perceived negatively by the market. Investors should monitor post-offering stock performance and any changes in company direction or strategy that might follow this ownership shift.

Market Research Analyst

Torrid's secondary offering comes at a time when the plus-size fashion market is evolving. The company's decision to allow this offering might reflect confidence in their market position or a strategic realignment. It's important to consider the timing - is this a response to changing consumer behaviors post-pandemic? The involvement of Telsey Advisory Group, known for retail expertise, is noteworthy. Investors should watch for any shifts in Torrid's competitive stance or marketing strategies following this offering, as it could signal upcoming changes in their approach to the challenging retail landscape.

Legal Expert

The meticulous disclosure of legal details in this announcement is standard practice for public offerings. The mention of the S-3 registration form and its effectiveness is important for regulatory compliance. The statement about not constituting an offer to sell in certain jurisdictions is a standard legal safeguard. Investors should note the emphasis on reading the prospectus and other SEC filings - this is not just boilerplate, but important for making informed decisions. The granting of additional shares option to underwriters is a common practice that provides flexibility in case of high demand, but also requires careful scrutiny of its potential dilutive effects.

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)-- Torrid Holdings Inc. (“Torrid” or the “Company”) today announced the launch of an underwritten public offering of 8,000,000 shares of common stock (the “Offering”) to be sold by certain stockholders of the Company (the “Selling Stockholders”). Torrid will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. The Selling Stockholders intend to grant the underwriters a 30-day option to buy an additional 1,200,000 shares of common stock at the public offering price, less the underwriting discount and commissions.

BofA Securities, Goldman Sachs & Co. LLC, Jefferies and William Blair are acting as joint lead book-running managers for the Offering. Telsey Advisory Group is acting as co-manager for the Offering.

A registration statement (including a prospectus) on Form S-3 was initially filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2024, and has been declared effective. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus. Before you invest, you should read the registration statement, the prospectus supplement, the accompanying prospectus and other documents the Company has filed or will file with the SEC for information about the Company and the Offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus, when available, may be obtained by contacting: BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina, 28255-0001, or by email at dg.prospectus_requests@bofa.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by email at prospectus-ny@ny.email.gs.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by email at Prospectus_Department@Jefferies.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by email at prospectus@williamblair.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About TORRID

TORRID is a direct-to-consumer brand in North America dedicated to offering a diverse assortment of stylish apparel, intimates, and accessories skillfully designed for curvy women. Specializing in sizes 10 to 30, TORRID’s primary focus is on providing fashionable, comfortable, and affordable options that meet the unique needs of its customers. TORRID’s extensive collection features high quality merchandise, including tops, bottoms, denim, dresses, intimates, activewear, footwear, and accessories. Revenues are generated primarily through its e-Commerce platform and its stores in the United States of America, Puerto Rico and Canada.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the size and timing of the Offering and the granting of an option by the Selling Stockholders to the underwriters to purchase additional shares of the Company's common stock from the Selling Stockholders. These statements are not historical facts but rather are based on Torrid's current expectations and projections regarding its business, operations and other factors relating thereto. Words such as “expect,” “intend,” “believe,” “may,” “will,” “should,” and other words and terms of similar meaning (including their negative counterparts or other various or comparable terminology) are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those set forth in the "Risk Factors" section of the registration statement and the prospectus supplement for the Offering and the Company’s other filings with the SEC. Any such forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and speak only as of the date of this press release. Torrid undertakes no duty to update any forward-looking statements made herein.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240910475375/en/

Investors

ICR

Lyn Walther

IR@torrid.com



Media

Joele Frank, Wilkinson Brimmer Katcher

Michael Freitag / Arielle Rothstein / Lyle Weston

Media@torrid.com

Source: Torrid Holdings Inc.

FAQ

How many shares of Torrid Holdings (CURV) are being offered in the secondary offering?

Torrid Holdings (CURV) is offering 8,000,000 shares of common stock in the secondary offering, with an option for underwriters to purchase an additional 1,200,000 shares.

Will Torrid Holdings (CURV) receive any proceeds from this secondary offering?

No, Torrid Holdings (CURV) will not receive any proceeds from the sale of shares by the selling stockholders in this secondary offering.

Who are the underwriters for Torrid Holdings' (CURV) secondary offering?

The joint lead book-running managers for Torrid Holdings' (CURV) secondary offering are BofA Securities, Goldman Sachs & Co. , Jefferies, and William Blair, with Telsey Advisory Group acting as co-manager.

Where can investors find the prospectus for Torrid Holdings' (CURV) secondary offering?

Investors can find the prospectus for Torrid Holdings' (CURV) secondary offering on the SEC website at www.sec.gov or by contacting the underwriters directly.