CPE News (10/7/2021) – Q4 Inc. has filed an amendment to its preliminary base PREP prospectus in connection with its proposed initial public offering (IPO) of its common shares and secondary offering if the over-allotment option is exercised.
Q4 is now anticipating to issue between 8,571,428 and 10,714,285 common shares (9,857,142 and 12,321,427 common shares, including approximately 287,428 to 359,285 common shares on a secondary basis, if the over-allotment option is exercised in full), at between $14.00-$17.50 per common share for gross proceeds of $150 million.
Q4 had previously anticipated to issue common shares priced between $10.50 and $13.00 for gross proceeds of $150 million.
Darrell Heaps, founder & CEO of Q4, is selling 287,428 to 359,285 common shares for gross proceeds of $5.03 million and Q4 will sell the remaining shares pursuant to the full exercise of the over-allotment option.
Prior to closing of offering, Q4 will have approximately 31,064,994 common shares outstanding.
Following the closing of the offering, Q4 will have between 40,922,136 to 43,386,421 common shares outstanding, valuing the company at between $607 to $716 million, assuming no exercise of over-allotment option.
Q4 is backed by Ten Coves Capital (formerly Park Financial Partners), First Ascent Ventures (formerly OpenText Enterprise Apps Fund (OTEAF)), Information Venture Partners, Plaza Ventures, Accomplice, CIC Capital Ventures (formerly Emerillon Capital), HarbourVest Partners, Kensington Capital Partners, and Espresso Capital.
Following the closing of the offering, Ten Coves Capital, currently holding 14,417,527 common shares, will remain as the principal shareholder. Heaps currently holds 2,909,593 common shares.
Toronto based Q4 is a leading capital markets communications platform for publicly traded companies, investors and investment banks.
With offices in New York and London and Toronto, Q4 had 394 employees as of December 31, 2020 (Q4 did not provide update for the employee figure as of June 30, 2021).
For the year ended December 31, 2020, Q4 reported $40.4 million in revenues, $21.7 million in gross profit, $12.2 million in loss from operations, and $13.1 million in net loss. For the six months ended June 20, 2021, Q4 reported $28.6 million in revenues, $16.0 million in gross profit, $10.6 million in loss from operations, and $14.6 million in net loss.
photo credit: Q4
Q4 Inc. Files Amended and Restated Preliminary Prospectus for Initial Public Offering of Common Shares
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
October 07, 2021 01:24 PM Eastern Daylight Time
TORONTO–(BUSINESS WIRE)–Q4 Inc. (“Q4” or “the Company”), a leading capital markets communications platform provider, today announced that it has filed, and obtained a receipt for a second amended and restated preliminary base PREP prospectus with the securities regulatory authorities in each of the provinces and territories of Canada other than Québec and an amended and restated preliminary base PREP prospectus with the securities regulatory authorities in Québec (collectively, the “preliminary prospectus”), in connection with the proposed initial public offering of its common shares (the “Offering”). The number of common shares to be sold and price per common share have not yet been determined.
The Company’s common shares are being offered by a syndicate of underwriters led by CIBC Capital Markets, National Bank Financial Inc. and Credit Suisse Securities (Canada), Inc. (together, the “Joint Bookrunners”), and including Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets, Stifel Nicolaus Canada Inc., TD Securities Inc. and INFOR Financial Inc.
The preliminary prospectus contains important information relating to the Offering and is still subject to completion or amendment. The preliminary prospectus is available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the common shares until after a receipt for the final prospectus has been issued.
Q4 has applied to list its common shares on the Toronto Stock Exchange (“TSX”) under the symbol “QFOR”. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved the Company’s listing application.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Q4 in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities law and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.
About Q4 Inc.
Q4 Inc., is a leading capital markets communications platform that is transforming the way publicly traded companies, investors and investment banks make decisions to efficiently discover, communicate and engage with each other. The Q4 end-to-end technology platform facilitates interactions across the capital markets through its IR website products, virtual events solutions, capital markets customer relationship management solution, and shareholder and market analytics tools. The firm is a trusted partner to over 2,500 public companies including approximately 50% of the S&P 500 constituent companies. Q4 is based in Toronto, with offices in New York and London. To learn more, visit: www.q4inc.com.
Forward-Looking Statements
This news release may contain forward-looking information within the meaning of applicable securities laws, which reflect the Company’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the preliminary prospectus. Actual results could differ materially from those projected herein. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
Contacts
IR Contact: Matt Tractenberg, IR@q4inc.com
Media Contact: Karen Greene, media@q4inc.com