UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 27, 2021
| LATHAM GROUP, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-40358 | 83-2797583 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
787 Watervliet Shaker Road Latham, NY 12110 | ||
| (Address of principal executive offices) (Zip Code) | ||
| (800) 833-3800 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | SWIM | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Initial Public Offering
On April 27, 2021, Latham Group, Inc. (the “Company”) completed the initial public offering (the “Initial Public Offering”) of its common stock, par value $0.0001 per share (the “Common Stock”), which was previously reported on a Registration Statement on Form S-1 (File No. 333-254930). In the Initial Public Offering, the Company sold 23,000,000 shares of Common Stock at a purchase price per share $17.67 (the offering price to the public of $19.00 per share minus the underwriting discount and commissions), which includes 3,000,000 shares issued pursuant to the exercise by the underwriters of their over-allotment option. The Company used $168.7 million of net proceeds from the Initial Public Offering to repay $168.7 million of its indebtedness under certain credit facilities and $216.7 million of net proceeds from the Initial Public Offering to purchase 12,264,438 shares of Common Stock from affiliates of Pamplona Capital Management, LLC and Wynnchurch Capital, L.P. and a current employee who is not an executive officer or a director of the Company. The Company intends to use $14.7 million of the remaining net proceeds for general corporate purposes.
On April 27, 2021, the Company issued a press release announcing the closing of the Initial Public Offering. This press release is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
| 99.1 | Press release of Latham Group, Inc. dated April 27, 2021. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 27, 2021
| LATHAM GROUP, INC. | |||
| By: | /s/ Scott M. Rajeski | ||
| Name: | Scott M. Rajeski | ||
| Title: | Chief Executive Officer and President | ||
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EXHIBIT 99.1
Closing Press Release
Latham Group, Inc. Announces Closing of Initial Public Offering Including Exercise in Full of the Underwriters’ Option to Purchase Additional Shares
LATHAM, N.Y. – April 27, 2021 – Latham Group, Inc. (“Latham” or the “Company”) today announced the closing of its previously announced initial public offering of 20,000,000 shares of its common stock, at a price to the public of $19.00 per share. The Company also announced that the underwriters exercised in full their option to purchase an additional 3,000,000 shares. The sale of the additional 3,000,000 shares was also completed today. The shares began trading on the Nasdaq Global Select Market on April 23, 2021, under the ticker symbol “SWIM.”
Latham sold a total of 23,000,000 shares in its initial public offering and received gross proceeds of approximately $437.0 million. Latham used the net proceeds from the initial public offering to repay certain indebtedness under certain credit facilities, including its term and revolving credit facility indebtedness, to purchase shares of common stock from its principal stockholders and a current employee who is not an executive officer or a director of the Company and to pay fees and expenses in connection with the offering. Latham intends to use the remaining net proceeds for general corporate purposes.
Barclays, BofA Securities, Morgan Stanley and Goldman Sachs & Co. LLC acted as joint lead book-running managers for the offering. Nomura, William Blair, Baird, KeyBanc Capital Markets and Truist Securities also served as bookrunners for the initial public offering.
A registration statement relating to this offering was declared effective by the Securities and Exchange Commission on April 22, 2021. The offering was made only by means of a prospectus, copies of which may be obtained from any of the following sources: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, email: barclaysprospectus@broadridge.com, tel: (888) 603-5847; BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor Charlotte, NC 28255-0001 Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor New York, NY 10014; or Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com.
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.
Forward Looking Statements
This press release includes "forward looking information," including with respect to the initial public offering. These statements are made through the use of words or phrases such as "will" or "expect" and similar words and expressions of the future, including in respect to the use of proceeds from the initial
public offering. Forward-looking statements involve known and unknown risks, uncertainties and assumptions, including the risks outlined under "Risk Factors" in the preliminary prospectus and elsewhere in the Company's filings with the SEC, which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as required by law.
About
Latham Group, Inc.
Latham, the Pool Company™, headquartered in Latham, NY, is the largest designer, manufacturer and marketer of in-ground residential
swimming pools in North America, Australia and New Zealand. With a coast-to-coast operations platform consisting of over 2,000 employees
across 32 facilities, Latham has sold over 8,700 fiberglass pools in the United States in 2020.
Media
Contacts:
Jodie Davis
jodiedavis@lathampool.com
518-396-8576
Nicole Briguet
Edelman for Latham
latham@edelman.com
646-750-7235
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