Leslie’s, Inc. Announces Secondary Offering of Shares and Concurrent Stock Repurchase
Leslie’s, Inc. (Nasdaq: LESL) announced a secondary offering of 12,500,000 shares by non-management stockholders, with the potential for an additional 1,875,000 shares. The Selling Stockholders will receive all proceeds from this offering, while Leslie’s will not participate or receive funds. Concurrently, the company plans to repurchase 7,500,000 shares from these stockholders at the offering price. The share repurchase is dependent on the offering's closure but not vice versa.
Goldman Sachs and Morgan Stanley are the underwriters for this transaction.
- Share repurchase of 7,500,000 shares could enhance shareholder value.
- Underwriters' confidence indicated by the secondary offering.
- No proceeds from the offering will benefit the company directly.
- Large share sales by stockholders may signal potential concerns about company performance.
PHOENIX, Dec. 14, 2021 (GLOBE NEWSWIRE) -- Leslie’s, Inc. (the “Company” or “Leslie’s”) (Nasdaq: LESL) today announced that certain of the Company’s non-management stockholders (the “Selling Stockholders”) intend to offer for sale in an underwritten secondary offering 12,500,000 shares of the Company’s common stock (the “Offering”). The Selling Stockholders will also grant the underwriters a 30-day option to purchase up to an additional 1,875,000 shares of common stock. The Selling Stockholders will receive all of the proceeds from the Offering. Leslie’s is not offering any shares of its common stock in the Offering and will not receive any proceeds from the Offering, including from any exercise by the underwriters of their option to purchase additional shares.
In addition, the Company announced that it has entered into a share repurchase agreement with the Selling Stockholders pursuant to which it intends to repurchase an aggregate of 7,500,000 shares of the Company's common stock from the Selling Stockholders (the "Share Repurchase"). The price per share to be paid by the Company will be equal to the price per share paid by the underwriters for the shares in the Offering. The Share Repurchase is expected to be consummated concurrently with the closing of the Offering. Although the Share Repurchase will be conditioned upon, among other things, the closing of the Offering, the closing of the Offering will not be conditioned upon the closing of the Share Repurchase.
Goldman Sachs & Co. LLC and Morgan Stanley are acting as the underwriters for the Offering.
An automatic shelf registration statement on Form S-3 (including a prospectus) relating to these securities became effective upon filing with the Securities and Exchange Commission. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus relating to the Offering, when available, can be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or the solicitation of any 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 Leslie’s
Founded in 1963, Leslie's is the largest direct-to-consumer brand in the U.S. pool and spa care industry, serving residential, professional, and commercial consumers. Leslie's markets its products through more than 950 physical locations and multiple digital platforms. Our associates, pool and spa care experts, and certified technicians are passionate about empowering consumers with the knowledge, products, and solutions necessary to confidently maintain and enjoy their pools and spas.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “intend,” “expect”, and “may”, and other similar expressions that predict or indicate future events or that are not statements of historical matters. Forward-looking statements are based on current information available at the time the statements are made and on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. Further, many of these factors are, and may continue to be, amplified by the COVID-19 pandemic. Additional factors or events that could cause actual results to differ may also emerge from time to time, and it is not possible for the Company to predict all of them. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s registration statement for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
Contacts
Investors
Farah Soi/Caitlin Churchill
ICR
investorrelations@lesl.com
Media
David Isaacs/Hannah Dunning
Sard Verbinnen & Co
media@lesl.com
FAQ
What is the purpose of Leslie's secondary offering?
How many shares is Leslie's repurchasing?
Will Leslie's benefit financially from the secondary offering?
Who is underwriting the secondary offering for Leslie's?
What impact could the share repurchase have on Leslie's stock?
