Purple Innovation, Inc. Announces Launch of Secondary Public Offering of Class A Common Stock
Purple Innovation, Inc. (NASDAQ: PRPL) announced a secondary public offering of 7,308,792 shares of Class A common stock, exclusively sold by Selling Stockholders, including Coliseum Capital Partners and Blackwell Partners. The underwriters, led by BofA Securities, have a 30-day option to buy 1,096,318 additional shares. Purple will not receive any proceeds from this offering, and the Selling Stockholders will capture all net proceeds. The offering is registered under an automatic shelf registration statement that became effective on May 18, 2021.
- None
- Purple will not benefit financially from the secondary offering, as all proceeds go to Selling Stockholders.
- Potential dilution for existing shareholders if the underwriters exercise their option to purchase additional shares.
LEHI, Utah, May 18, 2021 /PRNewswire/ -- Purple Innovation, Inc. (NASDAQ: PRPL) ("Purple" or the "Company"), a leader in comfort innovation and the creator of the renowned Purple® Mattress, today announced the launch of an underwritten secondary public offering of 7,308,792 shares of its Class A common stock to be sold by Coliseum Capital Partners, L.P., Coliseum Co-Invest Debt Fund, L.P., Blackwell Partners LLC – Series A, and Coliseum Capital Co-Invest III, L.P. (collectively, the "Selling Stockholders"). The underwriters have a 30-day option period to purchase up to 1,096,318 additional shares of Class A common stock from the Selling Stockholders.
The Selling Stockholders will receive all of the net proceeds from the offering. Purple is not selling any shares of Class A 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. The Company has agreed to pay certain expenses associated with the registration and sale of shares by the Selling Stockholders, including underwriting discounts and commissions with respect to 7,308,792 shares of Class A common stock that may be sold in this offering. The Selling Stockholders will pay underwriting discounts and commissions with respect to any of the 1,096,318 additional shares of Class A common stock that may be sold pursuant to the option granted to the underwriters.
BofA Securities is acting as lead book–running manager and representative of the underwriters for the offering. KeyBanc Capital Markets and BMO Capital Markets are acting as book-running managers.
The securities described above are being offered pursuant to an automatic shelf registration statement (which includes a base prospectus) on Form S-3 (File No. 333-256253) that was filed by the Company with the Securities and Exchange Commission (the "SEC") and automatically became effective upon filing on May 18, 2021.
A preliminary prospectus supplement relating to these securities will be filed with the SEC. Before you invest, you should read the registration statement, the base prospectus, the preliminary prospectus supplement, and other documents filed with the SEC and incorporated by reference therein for more complete information about Purple and this offering. You may obtain these documents free of charge by visiting EDGAR on the SEC's website at www.sec.gov.
The offering is being made only by means of a prospectus and related prospectus supplement, copies of which, when available, may be obtained on the SEC's website, www.sec.gov, or from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus Department, or dg.prospectus_requests@bofa.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 the 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 Purple
Purple is a digitally-native vertical brand with a mission to help people feel and live better through innovative comfort solutions. We design and manufacture a variety of innovative, premium, branded comfort products, including mattresses, pillows, seat and back cushions, frames, sheets and more. Our products are the result of over 25 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary gel technology, Hyper-Elastic Polymer®, underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors' products. We market and sell our products through our direct-to-consumer online channels, traditional retail partners, third-party online retailers and our owned retail showrooms.
Forward-Looking Statements
Certain statements made in this release that are not historical facts are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements include but are not limited to statements about the proposed offering of shares of Class A common stock by the Selling Stockholders. Statements based on historical data are not intended and should not be understood to indicate the Company's expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include the risk factors outlined in the "Risk Factors" section of the preliminary prospectus supplement related to this offering and accompanying base prospectus, our Annual Report on Form 10-K filed with the SEC on March 11, 2021, as amended by our Annual Report on Form 10-K/A Amendment No. 1 filed with the SEC on May 10, 2021, and our Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021. Many of these risks and uncertainties have been, and will be, exacerbated by the COVID–19 pandemic and any worsening of the global business and economic environment as a result. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor Contact:
Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200
Purple Innovation, Inc.
Misty Bond
Director of Purple Communications
misty.b@purple.com
385-498-1851
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SOURCE Purple Innovation, Inc.
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