Black Diamond, Inc. Files Shelf Registration Statements
SALT LAKE CITY, June 15, 2017 (GLOBE NEWSWIRE) -- Black Diamond, Inc. (NASDAQ:BDE) (“Black Diamond” or the “Company”), a global leader of innovative active outdoor performance equipment and apparel, under the brand name Black Diamond®, today filed a Form S-3 registration statement (the “Form S-3”) and a Form S-4 registration statement (the “Form S-4”), each commonly known as “shelf registration statements,” with the Securities and Exchange Commission.
Under the Form S-3, Black Diamond may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, shares of its common stock, shares of its preferred stock, debt securities guarantees of debt securities, or warrants up to an aggregate amount of $200,000,000.
Under the Form S-4, Black Diamond may offer, issue and sell, from time to time, in one or more offerings up to 7,500,000 shares of its common stock, in connection with the acquisition of assets, stock or businesses, whether by purchase, merger or any other form of business combination.
The proceeds of any offering under the Form S-3 are anticipated to be used as part of the Company’s previously announced asset redeployment and diversification strategy pursuant to which the Company is actively looking for high-quality, durable, cash flow-producing assets potentially unrelated to the outdoor industry in order to seek to diversify the Company’s business and potentially monetize the Company’s substantial net operating losses. The Company intends to focus the search primarily in the United States, although it will also evaluate international investment opportunities should the Company find such opportunities attractive. The Company will not receive any proceeds from the offering under the Form S-4.
The shelf registration statements have been filed with the Securities and Exchange Commission but are not yet effective. The securities to be registered under the respective shelf registration statements may not be sold, nor may offers to buy be accepted prior to the time the applicable shelf registration statement becomes effective. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer to sell, or solicitation of an offer to buy securities, if and when such offer is made, will be pursuant to a prospectus or a prospectus supplement that will be issued with respect to any such offerings. A copy of any prospectus or prospectus supplement relating to any offering under the respective shelf registration statements will be filed with the Securities and Exchange Commission and can be obtained, when available, by contacting Black Diamond, Inc., attention: Mr. Aaron J. Kuehne, Chief Administrative Officer and Chief Financial Officer, 2084 East 3900 South, Salt Lake City, UT 84124.
About Black Diamond, Inc.
The Company is a publicly-traded (NASDAQ:BDE) holding company which seeks opportunities to acquire and grow businesses that can generate durable free cash flows and attractive returns. The Company has substantial cash balances and net operating tax loss carryforwards which it is seeking to redeploy to maximize shareholder value in a diverse array of businesses. Currently, Black Diamond Equipment, Ltd. is its only operating subsidiary. Black Diamond Equipment, Ltd. is a manufacturer of active outdoor equipment and clothing for the climbing, skiing and mountain sports markets. For additional information, please visit our corporate website at www.blackdiamond-inc.com.
Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this release include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's customers; the Company's ability to implement its reformation and growth strategy, including its ability to organically grow each of its historical product lines, the ability of the Company to identify potential acquisition or investment opportunities as part of its redeployment and diversification strategy; the Company’s ability to successfully redeploy its capital into diversifying assets or that any such redeployment will result in the Company’s future profitability; the Company’s exposure to product liability or product warranty claims and other loss contingencies; stability of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect patents, trademarks and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. More information on potential factors that could affect the Company's financial results is included from time to time in the Company's public reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.
Company Contact: Warren B. Kanders Executive Chairman Tel 1-203-428-2000 firstname.lastname@example.org or Aaron Kuehne Chief Administrative Officer and Chief Financial Officer Tel 1-801-993-1364 email@example.com or Radhika Ray VP of Strategy & Investor Relations Tel 1-646-290-0805 firstname.lastname@example.org Investor Relations: Liolios Cody Slach Tel 1-949-574-3860 BDE@liolios.com
Released June 15, 2017