Latham Group, Inc. Form 8-K Summary
Filing date: April 27, 2021. Report type: Form 8-K, Item 8.01 (Other Events) and Item 9.01 (Exhibits). The filing reports the completion of Latham Group’s initial public offering (IPO).
Business Context and Reporting Period
Latham Group, Inc. is a Delaware corporation headquartered in Latham, New York. Its common stock trades on Nasdaq under the symbol SWIM. The company identified itself as an emerging growth company. This filing does not present results for a quarterly or annual reporting period.
IPO and Capitalization Transactions
- The company completed its IPO on April 27, 2021.
- It sold 23,000,000 shares of common stock at a purchase price of $17.67 per share, reflecting a public offering price of $19.00 per share less underwriting discounts and commissions.
- The share total included 3,000,000 shares issued upon the underwriters’ exercise of their over-allotment option.
- The company used $168.7 million of net IPO proceeds to repay indebtedness under certain credit facilities.
- The company used $216.7 million of net IPO proceeds to purchase 12,264,438 shares from affiliates of Pamplona Capital Management, LLC, Wynnchurch Capital, L.P., and a current non-executive employee who was not a director.
- The company stated that it intended to use the remaining $14.7 million of net proceeds for general corporate purposes.
Material Changes Versus the Prior Comparable Period
The filing does not provide comparative revenue, earnings, cash flow, margin, or operating data. The material changes disclosed are the completion of the IPO, repayment of $168.7 million of credit-facility debt, and the repurchase of shares from existing holders using IPO proceeds.
Outlook, Risks, and Unusual Items
The only stated use of remaining proceeds is general corporate purposes. The filing provides no financial guidance, management forecast, liquidity outlook, or discussion of operating risks. The principal unusual items are the IPO, the underwriters’ over-allotment exercise, the debt repayment, and the secondary share purchase.
Investor Verification Items
- Verify the company’s post-IPO debt balance and the specific credit facilities repaid.
- Confirm the final net IPO proceeds and reconciliation of all stated uses of proceeds.
- Review subsequent filings for the effect of the transaction on share count, ownership, liquidity, interest expense, and leverage.
- Review the IPO registration statement and prospectus for operating results, risk factors, and forward-looking guidance not included in this 8-K.
Exhibit: Press release dated April 27, 2021, announcing the IPO closing.