Hillman Announces Upsize and Pricing of Secondary Offering of Common Stock by Selling Stockholders
Hillman Solutions Corp. (HLMN) has announced an upsized underwritten public offering of its common stock, increasing the size from 24 million to 25 million shares, priced at $8.00 per share. This offering is led by funds affiliated with CCMP Capital Advisors and is expected to close around March 3, 2023. Additionally, underwriters have a 30-day option to buy up to 3.75 million additional shares. The Company will not receive any proceeds from this offering, as the shares are being sold by existing stockholders. Jefferies and Baird are the lead book-running managers, with other co-managers involved in the transaction.
- Upsized public offering from 24 million to 25 million shares.
- Solid pricing at $8.00 per share suggests strong market interest.
- Company does not receive any proceeds from the offering, limiting its financial flexibility.
- Potential dilution of existing shareholders if underwriters exercise their option for additional shares.
CINCINNATI, Feb. 28, 2023 (GLOBE NEWSWIRE) -- Hillman Solutions Corp. (Nasdaq: HLMN) (the “Company” or “Hillman”), a leading provider of hardware products and merchandising solutions, today announced the upsize and pricing of the previously announced underwritten public offering of shares of the Company’s common stock (the “Offering”) by funds affiliated with CCMP Capital Advisors, LP (the “Selling Stockholders”). The size of the Offering increased from the previously announced 24,000,000 shares to an aggregate of 25,000,000 shares of the Company’s common stock, at a price to the public of
In addition, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an aggregate of 3,750,000 additional shares of the Company’s common stock at the public offering price less underwriting discounts and commissions. The Offering consists entirely of shares of common stock to be sold by the Selling Stockholders, and the Company will not receive any proceeds from the sale of the shares being offered by the Selling Stockholders.
Jefferies and Baird are acting as lead book-running managers for the Offering. Stifel is also acting as a joint book-running manager for the Offering. William Blair, Raymond James, The Benchmark Company, and CJS Securities are acting as co-managers of the offering.
The Company has filed a registration statement on Form S-3 (as converted by post-effective amendment) (Registration No. 333-258823) (including a base prospectus), which has been declared effective by the Securities and Exchange Commission (“SEC”). The Company has also filed a preliminary prospectus supplement with the SEC for the Offering. The Offering will be made only by means of a prospectus supplement and an accompanying prospectus. Before you invest, you should read the prospectus included in that registration statement as well as the prospectus supplement related to this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus, as well as copies of the final prospectus supplement once available, may be obtained by contacting: Jefferies LLC, at Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, New York 10022, by telephone at 877-821-7388, or by email at prospectus_department@jefferies.com or Robert W. Baird & Co. Incorporated, Attention: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202, by telephone at 800-792-2473, or by email at syndicate@rwbaird.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 Hillman Solutions Corp.
Founded in 1964 and headquartered in Cincinnati, Ohio, Hillman Solutions Corp. (“Hillman”) is a leading North American provider of complete hardware solutions, delivered with industry best customer service to over 40,000 locations. Hillman designs innovative product and merchandising solutions for complex categories that deliver an outstanding customer experience to home improvement centers, mass merchants, national and regional hardware stores, pet supply stores, and OEM & Industrial customers. Leveraging a world-class distribution and sales network, Hillman delivers a “small business” experience with “big business” efficiency.
Forward-Looking Statements
This communication contains certain forward-looking statements, including, but not limited to, certain disclosures related to acquisitions, refinancing, capital expenditures, resolution of pending litigation, and realization of deferred tax assets, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.
All forward-looking statements are made in good faith by the Company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. You should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," “target”, “goal”, "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) our ability to complete the proposed secondary securities offering on the terms described or at all; (2) unfavorable economic conditions that may affect operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (3) increased supply chain costs, including raw materials, sourcing, transportation and energy; (4) the highly competitive nature of the markets that we serve (5) ability to continue to innovate with new products and services; (6) seasonality; (7) large customer concentration; (8) ability to recruit and retain qualified employees; (9) the outcome of any legal proceedings that may be instituted against the Company (10) adverse changes in currency exchange rates; (11) the impact of COVID-19 on the Company’s business; or (12) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the SEC, including the Annual Report on Form 10-K filed on February 27, 2023. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward looking statements.
Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contact
Michael Koehler
Vice President of Investor Relations & Treasury 513-826-5495
IR@hillmangroup.com
Source: Hillman Solutions Corp.
Source: The Hillman Group
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