Hillman Closes Secondary Offering of Common Stock by Selling Stockholders; Underwriters Fully Exercise Overallotment Option

Rhea-AI Summary

Hillman Solutions Corp. (Nasdaq: HLMN) has successfully closed its underwritten public offering of 28,750,000 shares of common stock, including 3,750,000 shares from the exercise of the underwriters’ option. The shares were sold at a price of $8.00 each, but the company did not receive any proceeds, as the offering was conducted by selling stockholders. Jefferies and Baird led the offering, with several other firms participating as joint managers. The offering was registered under SEC regulations, making necessary documentation available to the public. Hillman continues to provide diverse hardware solutions across North America.

Positive

• Successful closure of an underwritten public offering of 28,750,000 shares at $8.00 per share.
• Involvement of multiple reputable financial institutions (Jefferies, Baird) as lead managers enhances market credibility.

Negative

• Company did not receive any proceeds from the offering, indicating a lack of capital influx.
• Potential dilution of existing shareholders due to the increased number of outstanding shares.

CINCINNATI, March 03, 2023 (GLOBE NEWSWIRE) -- Hillman Solutions Corp. (Nasdaq: HLMN) (the “Company” or “Hillman”), a leading provider of hardware products and merchandising solutions, today announced the closing of the previously announced underwritten public offering of shares of the Company’s common stock (the “Offering”) by certain stockholders of the Company (the “Selling Stockholders”). The aggregate size of the Offering was 28,750,000 shares of the Company’s common stock, including 3,750,000 shares of the Company’s common stock sold pursuant to full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $8.00 per share.

The Company did not receive any proceeds from the sale of the shares by the Selling Stockholders.

Jefferies and Baird acted as lead book-running managers for the Offering. Stifel also acted as a joint book-running manager for the Offering. Raymond James, William Blair, The Benchmark Company, and CJS Securities acted as co-managers of the offering.

The Offering was registered on 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”) and was made only by means of a prospectus supplement and an accompanying prospectus. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus 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 plans, expectations, goals, projections, and statements, 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) 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; (2) increased supply chain costs, including raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the markets that we serve; (4) the ability to continue to innovate with new products and services; (5) seasonality; (6) large customer concentration; (7) the ability to recruit and retain qualified employees; (8) the outcome of any legal proceedings that may be instituted against the Company; (9) adverse changes in currency exchange rates; (10) the impact of COVID-19 on the Company’s business; or (11) 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 Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2022. 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.

FAQ

What was the size of the public offering for HLMN?

The public offering size was 28,750,000 shares.

At what price were the shares sold during the offering?

The shares were sold at a price of $8.00 each.

Who were the lead managers for the HLMN public offering?

Jefferies and Baird acted as lead book-running managers.

Did Hillman Solutions Corp. receive any proceeds from the offering?

No, the company did not receive any proceeds as the shares were sold by selling stockholders.

What is the impact of the public offering on existing HLMN shareholders?

The public offering may lead to dilution of existing shareholders due to an increase in outstanding shares.