The AZEK Company Inc. (NYSE: AZEK) (the “Company” or “AZEK”), 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 the pricing of the previously announced underwritten public secondary offering of an aggregate of 14 million shares of the Company’s Class A common stock. The shares have been offered by an entity affiliated with Ares Management Corporation and Ontario Teachers’ Pension Plan Board (together, the “Selling Stockholders”).
The shares will be offered by the underwriter from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Company is not selling any shares of its Class A common stock and will not receive any proceeds from the sale of the shares by the Selling Stockholders in the offering. The offering is expected to close on May 19, 2023, subject to customary closing conditions.
The underwriter has a 30-day option to purchase up to an additional 2.1 million shares of Class A common stock from the Selling Stockholders.
In addition, subject to the completion of the offering, the Company has agreed to repurchase from the underwriter approximately $36 million in the aggregate of the shares of Class A common stock being sold as part of the secondary public offering, at a price per share equal to the price at which the underwriter will purchase the shares from the Selling Stockholders in the offering (the “Concurrent Share Repurchase”). The Company intends to fund the Concurrent Share Repurchase from existing cash on hand. The closing of the Concurrent Share Repurchase is conditioned on, and expected to occur simultaneously with, the closing of the offering, subject to the satisfaction of other customary conditions. The Concurrent Share Repurchase is part of the Company’s existing $400 million share repurchase program. The timing and method of any future repurchases, which will depend on a variety of factors, including market conditions and the Company’s financial condition, are subject to the discretion of management.
BofA Securities is acting as the underwriter for the offering.
An automatic shelf registration statement (including a prospectus) relating to the offering of Class A common stock has been filed with the Securities and Exchange Commission (the “SEC”) and became effective upon filing. The offering of these securities is being made only by means of a prospectus supplement and the accompanying prospectus. Before investing, prospective investors should read the prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and accompanying prospectus relating to the offering may also be obtained from: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or by email at firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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 recognized as a market leader in innovation, quality and aesthetics, products across AZEK’s portfolio are made from up to 90% recycled material and primarily replace wood on the outside of homes, providing a long-lasting, eco-friendly and stylish solution to consumers.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws and subject to the “safe harbor” protections thereunder. These forward-looking statements, including statements regarding the size of the public offering, represent AZEK’s expectations or beliefs concerning future events, and it is possible that the results or events described in this press release will not be achieved. 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 AZEK’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. Given these uncertainties, investors are cautioned not to place undue reliance on any forward-looking statements. AZEK does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as required by law.