INNOVATE Corp. Announces Closing of Rights Offering
24 Abril 2024 - 3:47PM
INNOVATE Corp. (“INNOVATE” or the “Company”) (NYSE: VATE), a
diversified holding company, announced today the closing of its
successful rights offering, which expired at 5:00
p.m., New York City time, on April 19, 2024.
Pursuant to the terms of the rights offering, 5.2 million shares of
common stock are being purchased pursuant to the exercise of basic
subscription rights and 0.1 million additional shares of common
stock are being purchased under the over-subscription privilege.
In accordance with the Investment Agreement (the
“Investment Agreement”) entered into by the Company
with Lancer Capital LLC (“Lancer Capital”), an investment
fund led by Avram Glazer, the Chairman of the Board of
Directors of the Company and the Company’s largest
stockholder, Lancer Capital partially backstopped the
rights offering in the amount of $15.3 million by purchasing
Series C Non-Voting Convertible Participating Preferred Stock, par
value $0.001 per share (the “preferred stock”). In total,
15.3 thousand shares of preferred stock at a price of $1,000 per
share were issued to Lancer Capital. This includes the
approximately 6.3 thousand shares of preferred stock issued in
connection with the closing of the rights offering and the 9.0
thousand shares already purchased as part of an equity advance
arrangement under the Investment Agreement (the “equity advance”).
On March 28, 2024, the Company issued and sold 25.0 thousand shares
of the preferred stock to Lancer Capital for an aggregate purchase
price of $25.0 million under the equity advance. The remaining 16.0
thousand shares of preferred stock purchased under the equity
advance are part of the previously announced concurrent private
placement. The preferred stock can be convertible into common stock
at the price equivalent to the subscription price under the rights
offering contingent on shareholder approval, which will be voted on
at the next annual meeting.
In the aggregate, the Company is issuing 5.3
million new shares of common stock at the subscription price
of $0.70 per whole share for gross proceeds of $3.7
million to the Company, in addition to 31.3 thousand shares of
preferred stock to Lancer Capital for gross proceeds of $31.3
million to the Company. After giving effect to the rights offering,
the Company will have 85.2 million shares of common stock issued
and outstanding. If approved at the annual meeting, the conversion
of the 31.3 thousand shares of preferred stock purchased by Lancer
Capital would result in the issuance of an additional 44.7 million
shares of common stock.
The Company expects to use the proceeds from the
rights offering for general corporate purposes, including debt
service and for working capital.
Investors who have participated in the rights
offering should expect to see the shares of common stock issued to
them in uncertificated book-entry form. Any excess subscription
payments received by Computershare Trust Company,
N.A. (the "subscription agent") will be returned by the
subscription agent to investors, without interest or deduction,
through the same method by which they participated in the rights
offering.
The rights offering was made pursuant to
INNOVATE’s effective shelf registration statement on Form S-3,
filed with the SEC on September 29, 2023 and declared effective on
October 6, 2023, and a prospectus supplement containing the
detailed terms of the rights offering filed with the SEC on March
8, 2024, as amended by that certain Amendment No. 1 to the
prospectus supplement, filed with the SEC on March 25, 2024, and
further amended by that certain Amendment No. 2 to the prospectus
supplement, filed with the SEC on April 9,
2024. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities (including without limitation the preferred stock
issued and sold in the concurrent private placement), nor shall
there be any offer, solicitation or sale of the securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful under the securities laws of such state or
jurisdiction. The rights offering was made only by means of a
prospectus and a related prospectus supplement, copies of which
were distributed to all eligible rights holders as of the rights
offering record date and may also be obtained free of charge at the
website maintained by the SEC
at www.sec.gov or by
contacting the information agent for the rights
offering.
About INNOVATE
INNOVATE Corp. is a portfolio of
best-in-class assets in three key areas of the new economy –
Infrastructure, Life Sciences and Spectrum. Dedicated to
stakeholder capitalism, INNOVATE employs approximately 4,000 people
across its subsidiaries. For more information, please
visit: www.INNOVATECorp.com.
Cautionary Statement Regarding
Forward-Looking Statements
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995: This press release
contains, and certain oral statements made by our representatives
from time to time may contain, forward-looking statements regarding
the rights offering and concurrent private placement, including,
among others, statements related to the use of proceeds from the
rights offering and other terms of the rights offering, all of
which involve risks, assumptions and uncertainties, many of which
are outside of the Company's control, and are subject to change.
All forward-looking statements speak only as of the date made, and
unless legally required, INNOVATE undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Contact:
Solebury Strategic CommunicationsAnthony
Rozmusir@innovatecorp.com(212) 235-2691
INNOVATE (NYSE:VATE)
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