The AZEK Company Announces $100 Million Accelerated Share Repurchase Program
December 05 2023 - 8:30AM
Business Wire
The AZEK Company Inc. (NYSE: AZEK) (“AZEK” or the “Company”),
the industry-leading manufacturer of beautiful, low-maintenance and
environmentally sustainable outdoor living products, including
TimberTech® decking and railing, Versatex® and AZEK® Trim and
StruXure™ pergolas, today announced it has entered into an
accelerated share repurchase agreement (“ASR”) with Goldman Sachs
& Co. LLC (“Goldman Sachs”) to repurchase $100 million of the
Company’s Class A common stock.
The Company is funding the share repurchases under the ASR with
cash from operations and proceeds from the recent sale of its Vycom
business. Under the terms of the ASR, the Company will receive an
initial delivery of approximately 2.3 million shares of Class A
common stock from Goldman Sachs, with the final settlement
scheduled to occur no later than February, 2024. The final number
of shares to be repurchased under the ASR will be based generally
on the average of AZEK’s daily volume-weighted average price per
share of Class A common stock during a repurchase period, less a
discount and subject to adjustments pursuant to the terms and
conditions of the ASR. After the ASR is completed, the Company will
have approximately $102 million remaining on its existing $400
million share repurchase authorization.
At settlement, Goldman Sachs may be required to deliver
additional shares of Class A Common Stock to the Company, or the
Company may be required either to make cash payments or deliver
shares of Class A Common Stock to Goldman Sachs, at the Company’s
election. The ASR Agreement contains customary provisions for
agreements of this type, including provisions for adjustments to
the transaction terms, the circumstances under which the ASR
Agreement may be accelerated, extended or terminated, and various
representations and warranties made by the parties to one
another.
About The AZEK® Company
The AZEK Company Inc. (NYSE: AZEK) is the industry-leading
designer and manufacturer of beautiful, low maintenance and
environmentally sustainable outdoor living products, including
TimberTech® decking and railing, Versatex® and AZEK® Trim, and
StruXure™ pergolas. Consistently awarded and recognized as the
market leader in innovation, quality, aesthetics and
sustainability, our products are made from up to 85% recycled
material and primarily replace wood on the outside of homes,
providing a long-lasting, eco-friendly, and stylish solution to
consumers. Leveraging the talents of its approximately 2,000
employees and the strength of relationships across its value chain,
The AZEK Company is committed to accelerating the use of recycled
material in the manufacturing of its innovative products, keeping
hundreds of millions of pounds of waste and scrap out of landfills
each year, and revolutionizing the industry to create a more
sustainable future. The AZEK Company has recently been named one of
America’s Climate Leaders by USA Today, a Top Workplace by the
Chicago Tribune and a winner of the 2023 Real Leaders® Impact
Awards. Headquartered in Chicago, Illinois, the company operates
manufacturing and recycling facilities in Ohio, Pennsylvania,
Idaho, Georgia, Nevada, New Jersey, Michigan and Minnesota. For
additional information, please visit azekco.com.
Cautionary Note Regarding Forward-Looking Statements
This release contains or refers to certain forward-looking
statements within the meaning of the federal securities laws and
subject to the "safe harbor" protections thereunder.
Forward-looking statements are statements about future events and
are based on our current expectations. These forward-looking
statements may be identified by the words “believe,” “hope,”
"expect," "intend," "will," "target," “anticipate,” "goal" and
similar expressions. Projected financial information and
performance are forward-looking statements. Other forward-looking
statements may include, without limitation, statements with respect
to the Company’s liquidity outlook, share repurchase plans and the
expected completion date of the ASR. The Company bases its
forward-looking statements on information available to it on the
date of this release and undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of changed circumstances, new information, future events, or
otherwise, except as may otherwise be required by law. Actual
future events could also differ materially due to numerous factors
that involve substantial known and unknown risks and uncertainties
including, among other things, the risks and uncertainties set
forth under "Risk Factors" and elsewhere in the Company's reports
on Form 10-K and Form 10-Q and the other risks and uncertainties
discussed in any subsequent reports that the Company files with the
Securities and Exchange Commission from time to time. Although we
have attempted to identify those material factors that could cause
actual results or events to differ from those described in such
forward-looking statements, there may be other factors that could
cause actual results or events to differ from those anticipated,
estimated or intended. Given these uncertainties, investors are
cautioned not to place undue reliance on our forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20231205360363/en/
Investor Contact: Eric Robinson 312-809-1093
ir@azekco.com
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