UL Solutions Announces Launch of Proposed Secondary Public Offering of Class A Common Stock

Rhea-AI Summary

UL Solutions Inc. (NYSE: ULS) has announced the launch of a proposed secondary public offering of 20,000,000 shares of its Class A common stock. The offering consists entirely of secondary shares to be sold by UL Standards & Engagement, the selling stockholder. Underwriters will have a 30-day option to purchase up to an additional 3,000,000 shares from the selling stockholder. UL Solutions is not offering any shares and will not receive any proceeds from the sale. Goldman Sachs & Co. and J.P. Morgan are acting as lead managing bookrunners, with several other firms involved in various capacities. The offering will be made only through a prospectus, and a registration statement has been filed with the SEC but is not yet effective.

Positive

• Large-scale offering of 20,000,000 shares indicates strong market interest
• Involvement of major financial institutions as bookrunners suggests credibility

Negative

• Potential dilution of existing shareholders' ownership
• UL Solutions will not receive any proceeds from the offering
• Market price may be affected by the large volume of shares being sold

Insights

Financial Analyst

UL Solutions' secondary offering of 20 million shares represents a significant liquidity event for the selling stockholder, UL Standards & Engagement. This move could potentially increase the stock's float and improve trading liquidity for investors. However, it's important to note that UL Solutions won't receive any proceeds from this offering, which means no direct financial benefit to the company.

The involvement of major underwriters like Goldman Sachs and J.P. Morgan suggests strong institutional interest in the offering. The additional 3 million share option for underwriters indicates potential for high demand. Investors should watch for the pricing of this offering, as it may provide insights into market sentiment towards UL Solutions and potentially impact short-term stock price movements.

Market Research Analyst

This secondary offering could have mixed implications for UL Solutions' stock. On one hand, increased float might attract more institutional investors and potentially reduce volatility. On the other, a large influx of shares could temporarily pressure the stock price.

The timing of this offering is intriguing. Investors should consider whether this move signals the selling stockholder's belief that the stock is fully valued or if it's simply a planned liquidity event. It's also worth noting the diverse group of underwriters involved, which could help ensure broad distribution and support for the stock post-offering. Keep an eye on how the market absorbs this additional supply of shares, as it could provide valuable insights into investor sentiment towards UL Solutions.

NORTHBROOK, Ill.--(BUSINESS WIRE)-- UL Solutions Inc. (NYSE: ULS) (“UL Solutions”) today announced the commencement of an underwritten public offering (the “offering”) of 20,000,000 shares of its Class A common stock. The offering consists entirely of secondary shares to be sold by UL Standards & Engagement (the “selling stockholder”). The underwriters will have a 30-day option to purchase up to an additional 3,000,000 shares of Class A common stock from the selling stockholder at the public offering price, less underwriting discounts and commissions. UL Solutions is not offering any shares of its Class A common stock in the proposed offering and will not receive any proceeds from the proposed sale of the shares.

Goldman Sachs & Co. LLC and J.P. Morgan (in alphabetical order) are acting as lead managing bookrunners with BofA Securities acting as a managing bookrunner. Citigroup, UBS Investment Bank and Jefferies are acting as additional bookrunners for the proposed offering. Baird, Houlihan Lokey, PNC Capital Markets LLC, Raymond James, Stifel, Wells Fargo Securities and William Blair are acting as co-managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus relating to the proposed offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, via telephone: (866) 471-2526, via fax: 212-902-9316, or via email: prospectus-ny@ny.email.gs.com and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

A registration statement on Form S-1 relating to the proposed offering of these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 UL Solutions

A global leader in applied safety science, UL Solutions (NYSE: ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers’ product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers’ products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release, which are not historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding UL Solutions’ current expectations and views concerning the proposed offering. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those expressed or implied by the forward-looking statements made in this press release, including the risks discussed in UL Solutions’ filings with the SEC, including the registration statement on Form S-1 related to the proposed offering, each of which is accessible on the SEC’s website at www.sec.gov. Such forward-looking statements are made only as of the date of this press release. UL Solutions does not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240903988091/en/

Kathy Fieweger

Senior Vice President - Communications

Kathy.Fieweger@ul.com

312-852-5156

Source: UL Solutions Inc

FAQ

How many shares of UL Solutions (ULS) are being offered in the secondary public offering?

UL Solutions is offering 20,000,000 shares of its Class A common stock, with an option for underwriters to purchase an additional 3,000,000 shares.

Who is selling the shares in UL Solutions' (ULS) secondary public offering?

The shares are being sold by UL Standards & Engagement, the selling stockholder. UL Solutions itself is not offering any shares.

Will UL Solutions (ULS) receive any proceeds from this secondary public offering?

No, UL Solutions will not receive any proceeds from the proposed sale of the shares as it is a secondary offering by an existing stockholder.

Who are the lead managing bookrunners for UL Solutions' (ULS) secondary public offering?

Goldman Sachs & Co. and J.P. Morgan are acting as the lead managing bookrunners for the proposed offering.