Business Context and Reporting Date
SelectQuote, Inc. filed this Form 8-K on May 26, 2020, to report the closing of its initial public offering and related corporate charter and bylaw amendments. The filing is event-based and does not report quarterly or annual operating results.
Key Financial and Capital Markets Information
- The company completed an IPO of 32,775,000 shares of common stock at $20.00 per share.
- SelectQuote issued 18,000,000 shares. Implied gross proceeds to the company were approximately $360 million before underwriting discounts, commissions, and offering expenses.
- Existing stockholders sold 14,775,000 shares; those proceeds were not received by the company.
- The underwriters fully exercised their option to purchase 4,275,000 additional shares.
- The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics.
Material Changes and Corporate Actions
- The Sixth Amended and Restated Certificate of Incorporation became effective on May 26, 2020.
- The Amended and Restated Bylaws became effective on the same date.
- The filing does not provide a comparison with a prior period.
Guidance, Outlook, Risks, and Unusual Items
The filing provides no financial guidance, operating outlook, management forecast, contingencies, or specific risk updates. The primary unusual event is the company’s IPO and resulting capital raise. The detailed terms of the amended charter and bylaws are incorporated through Exhibits 3.1 and 3.2 and the prospectus filed May 22, 2020.
Investor Verification Items
- Verify net IPO proceeds after underwriting discounts, commissions, and offering expenses.
- Review the Sixth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws for governance, voting, and shareholder-rights provisions.
- Confirm the final post-IPO share count and ownership percentages.
- Review the IPO prospectus for operating results, use of proceeds, risk factors, and dilution details.