Hayward Holdings, Inc. current report, 08 May 2023

Full document

Hayward Holdings, Inc. — Form 8-K Summary

Business Context and Reporting Period

Hayward Holdings, Inc. filed this Current Report on Form 8-K on May 8, 2023, reporting entry into an underwriting agreement for a secondary offering of the company’s common stock. The filing does not report quarterly or annual operating results.

Material Transaction and Key Financial Details

  • The offering covers 21,000,000 shares of common stock, including the underwriter’s 30-day option to purchase up to an additional 3,150,000 shares.
  • All shares are being sold by existing stockholders; Hayward will not receive proceeds and will not purchase any shares.
  • Goldman Sachs & Co. LLC is the underwriter and agreed to purchase the shares from the selling stockholders at $11.75 per share.
  • The base offering has an implied gross transaction value of approximately $246.8 million, payable to the selling stockholders, excluding any exercise of the option and underwriting discounts or expenses.
  • If the full option is exercised, the additional shares would represent approximately $37.0 million of gross transaction value at the stated price.
  • The filing provides no new information on revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics.

Changes, Outlook, Risks, and Unusual Items

  • The offering is a secondary sale and therefore does not directly increase Hayward’s cash, liquidity, or capitalization through new proceeds.
  • Closing was expected on or about May 10, 2023, subject to customary closing conditions.
  • The offering is being made pursuant to an effective automatic shelf registration statement filed with the SEC on May 2, 2022, and a prospectus supplement filed on May 8, 2023.
  • The filing contains no management guidance, operating outlook, or new contingency disclosures.
  • Investor considerations include the potential increase in publicly traded shares, selling-stockholder supply, and the underwriter’s option to purchase additional shares.

Most Important Facts to Verify

  • Whether the offering closed as expected and the final number of shares sold.
  • Whether Goldman Sachs exercised any portion of its 30-day option.
  • The identities and remaining ownership positions of the selling stockholders.
  • The final underwriting discounts, commissions, and offering expenses disclosed in the prospectus supplement.
  • Any subsequent effect on Hayward’s public float, share price, and ownership concentration.