Fox Factory Holding Corp. Announces Pricing of Upsized Common Stock Offering
June 17 2020 - 11:34PM
Fox Factory Holding Corp. (NASDAQ: FOXF) (“FOX” or the “Company”)
announced today that it has priced its previously announced
underwritten public offering of 2,400,000 shares of the Company’s
common stock at a public offering price of $76.00 per share, for
gross proceeds to the Company of $182,400,000 million, before
deducting the underwriting discounts and commissions and other
offering expenses. The size of the offering was increased from the
previously announced 2,000,000 shares offered. The Company
has granted the underwriters a 30-day option to purchase up to an
additional 360,000 shares of its common stock. The offering
is expected to close on or about June 22, 2020, subject to
satisfaction of customary closing conditions.
BofA Securities is acting as lead book-running manager and
representative of the underwriters for this offering. SunTrust
Robinson Humphrey is acting as book-running manager and BTIG,
Capital One Securities, Fifth Third Securities, Regions Securities
LLC, TD Securities, CJS Securities and William Blair are acting as
co-managers for the offering. When available, a copy of the final
prospectus supplement and the accompanying base prospectus relating
to the offering may be obtained from the following address: 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.
The offering is being made pursuant to an effective shelf
registration statement and prospectus supplement filed by the
Company with the Securities and Exchange
Commission (“SEC”). You may obtain these documents for free
when they are available by visiting EDGAR on the SEC web
site at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering may be made
only by means of a prospectus and related prospectus supplement
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
About Fox Factory Holding Corp. (NASDAQ:
FOXF)
Fox Factory Holding Corp. designs and manufactures
performance-defining ride dynamics products primarily for bicycles,
on-road and off-road vehicles and trucks, side-by-side vehicles,
all-terrain vehicles, snowmobiles, specialty vehicles and
applications, motorcycles, and commercial trucks. The Company is a
direct supplier to leading powered vehicle original equipment
manufacturers (“OEMs”). Additionally, the Company supplies top
bicycle OEMs and their contract manufacturers, and provides
aftermarket products to retailers and distributors.FOX is a
registered trademark of Fox Factory, Inc. NASDAQ Global Select
Market is a registered trademark of The NASDAQ OMX Group, Inc. All
rights reserved.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release may be deemed to be
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends
that all such statements be subject to the “safe-harbor” provisions
contained in those sections. Forward-looking statements generally
relate to future events or the Company’s future financial or
operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
“may,” “might,” “will,” “would,” “should,” “expect,” “plan,”
“anticipate,” “could,” “intend,” “target,” “project,”
“contemplate,” “believe,” “estimate,” “predict,” “likely,”
“potential” or “continue” or other similar terms or expressions and
such forward-looking statements include, but are not limited to,
statements about the impact of the global outbreak of COVID-19 on
the Company’s business and operations; the Company’s continued
growing demand for its products; the Company’s execution on its
strategy to improve operating efficiencies; the Company’s optimism
about its operating results and future growth prospects; the
Company’s expected future sales and future non-GAAP adjusted
earnings per diluted share; and any other statements in this press
release that are not of a historical nature. Many important factors
may cause the Company’s actual results, events or circumstances to
differ materially from those discussed in any such forward-looking
statements, including but not limited to: the Company’s ability to
complete any acquisition and/or incorporate any acquired assets
into its business; the Company’s ability to improve operating and
supply chain efficiencies; the Company’s ability to enforce its
intellectual property rights; the Company’s future financial
performance, including its sales, cost of sales, gross profit or
gross margin, operating expenses, ability to generate positive cash
flow and ability to maintain profitability; the Company’s ability
to adapt its business model to mitigate the impact of certain
changes in tax laws including those enacted in the U.S. in December
2017; changes in the relative proportion of profit earned in the
numerous jurisdictions in which the Company does business and in
tax legislation, case law and other authoritative guidance in those
jurisdictions; factors which impact the calculation of the weighted
average number of diluted shares of common stock outstanding,
including the market price of the Company’s common stock, grants of
equity-based awards and the vesting schedules of equity-based
awards; the Company’s ability to develop new and innovative
products in its current end-markets and to leverage its
technologies and brand to expand into new categories and
end-markets; the Company’s ability to increase its aftermarket
penetration; the Company’s exposure to exchange rate fluctuations;
the loss of key customers; strategic transformation costs; the
outcome of pending litigation; the possibility that the Company may
not be able to accelerate its international growth; the Company’s
ability to maintain its premium brand image and high-performance
products; the Company’s ability to maintain relationships with the
professional athletes and race teams that it sponsors; the
possibility that the Company may not be able to selectively add
additional dealers and distributors in certain geographic markets;
the overall growth of the markets in which the Company competes;
the Company’s expectations regarding consumer preferences and its
ability to respond to changes in consumer preferences; changes in
demand for high-end suspension and ride dynamics products; the
Company’s loss of key personnel, management and skilled engineers;
the Company’s ability to successfully identify, evaluate and manage
potential acquisitions and to benefit from such acquisitions;
product recalls and product liability claims; future economic or
market conditions; and the other risks and uncertainties described
in “Risk Factors” contained in its Annual Report on Form 10-K or
Quarterly Reports on Form 10-Q or otherwise described in the
Company’s other filings with the Securities and Exchange
Commission. New risks and uncertainties emerge from time to time
and it is not possible for the Company to predict all risks and
uncertainties that could have an impact on the forward-looking
statements contained in this press release. In light of the
significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information
should not be regarded as a representation by the Company or any
other person that the Company’s expectations, objectives or plans
will be achieved in the timeframe anticipated or at all. Investors
are cautioned not to place undue reliance on the Company’s
forward-looking statements and the Company undertakes no obligation
to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
CONTACT:ICRKatie
Turner646-277-1228Katie.Turner@icrinc.comSource: Fox Factory
Holding Corp.
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