CPE News (/9/14/2021) – Knowlton Development Corporation, Inc. (kdc/one) has filed amendment No.2 to its Form S-1 registration statement in connection with its proposed initial public offering.
kdc/one proposes to issue 57,142,857 of its common shares at an initial public offering price, expected to be between US $13.00 and US $15.00 per share, for gross proceeds of between US $742.9 million and US $857.1 million.
kdc/one’s common shares have been approved for listing on the New York Stock Exchange (NYSE) and it has applied to list its common shares on the Toronto Stock Exchange (TSX) under the ticker symbol “KDC.”
Cornell Capital LLC, Caisse de dépôt et placement du Québec (CDPQ), Upper Invest Ltd./Clare Thorpe beneficially control 93,136,890 common shares, 38,851,140 common shares, and 15,681,860 common shares, collectively controlling 78% of of pre-IPO outstanding shares. Following the closing of the IPO, their stake will be reduced to 68% (43%, 18%, 7%) or 66% (42%, 17%, 7%) if over-allotment option is exercised in full.
Headquartered in Longueuil, Québec, kdc/one is a trusted global provider of value-added solutions to many of the world’s leading brands in the beauty, personal care and home care categories.
kdc/one generated total revenue of approximately US $2.1 billion for the year ended April 30, 2021, incurred a net loss of US $125.8 million and recognized Adjusted EBITDA of US $238.5 million. In addition, it generated total revenue of US $603.4 million for the three months ended July 31, 2021, incurred a net loss of US $12.7 million and recognized Adjusted EBITDA of US $54.7 million.
As of July 31, 2021, kdc/one had approximately 11,700 full- and part-time employees, approximately 6,000 of whom were employed in connection with its Beauty and Personal Care segment and approximately 5,700 of whom were employed in connection with its Home Care segment. kdc/one also had approximately 3,500 temporary workforce from third-party agencies worldwide, including approximately 1,900 temporary workers in the United States and approximately 100 in Canada.
photo credit: kdc/one
kdc/one Announces Launch of Initial Public Offering
September 14, 2021 07:25 AM Eastern Daylight Time
LONGUEUIL, Québec–(BUSINESS WIRE)–Knowlton Development Corporation, Inc. (“kdc/one” or the “Company”), a global provider of value-added solutions to brands in the beauty, personal care and home care categories, today announced that it has launched the initial public offering (the “offering”) of 57,142,857 of its common shares pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (“SEC”) and a second amended and restated preliminary base PREP prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada (“Canadian Regulators”). The initial public offering price for the common shares is expected to be between US$13.00 and US$15.00 per share. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 8,571,428 common shares from the Company to cover over-allotments, if any. The common shares have been approved for listing on the New York Stock Exchange (“NYSE”) and the Company has applied to list its common shares on the Toronto Stock Exchange (“TSX”) under the ticker symbol “KDC.”
Goldman Sachs & Co. LLC, J.P. Morgan, UBS Investment Bank and BMO Capital Markets are acting as lead book-running managers for the offering. BofA Securities, Guggenheim Securities, Jefferies, Morgan Stanley and RBC Capital Markets are acting as book-running managers.
The offering will be made only by means of a prospectus. Copies of the preliminary prospectus and, when available, the second amended and restated preliminary base PREP prospectus may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 1-212-902-9316 or by emailing email@example.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204 or by emailing firstname.lastname@example.org; UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, New York 10019, telephone: 1-888-827-7275 or by emailing email@example.com; or BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, New York 10036, telephone: 1-800-414-3627 or by emailing firstname.lastname@example.org. Copies of the second amended and restated preliminary base PREP prospectus may also be obtained on kdc/one’s profile at www.sedar.com.
A registration statement on Form S-1 relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold, and offers to buy may not be accepted, before the registration statement becomes effective.
The second amended and restated preliminary prospectus contains important information relating to the common shares. The second amended and restated preliminary prospectus remains subject to completion or amendment. The securities may not be sold, and offers to buy may not be accepted, before a receipt for the final base PREP prospectus has been issued.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common shares, nor shall there be any sale of the common shares 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. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Listing on the TSX is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved the listing application and there is no assurance that the TSX will approve the listing application.
Headquartered in Longueuil, Québec, kdc/one is a trusted global provider of value-added solutions to many of the world’s leading brands in the beauty, personal care and home care categories. The Company partners closely with both industry-leading consumer products companies and fast-growing independent brands in the ideation, formulation, design, packaging and manufacturing of products. The innovative products that kdc/one has helped to develop are sold by its brand partners in more than 70 countries worldwide.
Chris Kettmann, Lincoln Churchill Advisors
Michael Salzillo, kdc/one