LOUISVILLE, Ky.--(BUSINESS WIRE)--
Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other
Tobacco Products (“OTP”), today announced it has established an
at-the-market equity program under which it may sell up to $50 million
of its common stock. Cowen and Company, LLC is the sales agent. There is
no current intention to sell shares under the at-the-market equity
program.
Any sale of TPB’s common stock under the at-the-market equity program
will generally be made through ordinary broker’s transactions, including
on the New York Stock Exchange, and sold at market prices or as
otherwise agreed with the sales agent. Any net proceeds from the
offering would be used by TPB to continue developing its business and
operations, for product development activities and for other general
corporate purposes.
TPB has filed a shelf registration statement, including a base
prospectus and a prospectus relating to the at-the-market equity program
(together with the base prospectus, the “Prospectus”) with the
Securities and Exchange Commission (“SEC”) for the common stock offering
described in this press release. The shares of common stock described in
this press release will be issued pursuant to the shelf registration
statement and are included in the $200,000,000 of securities that may be
offered, issued and sold under the shelf registration statement. For
more information about investing in the at-the-market equity program,
please read the registration statement, the Prospectus and other
documents TPB has filed with the SEC. These documents may be obtained at
no cost by visiting EDGAR on the SEC web site at www.sec.gov.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor will there be any
sale of these securities in any state or 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. The at-the-market offering may be made only by means of
the Prospectus.
About Turning Point Brands, Inc.
Louisville, Kentucky-based Turning Point Brands, Inc. (NYSE:TPB) is a
leading U.S. provider of Other Tobacco Products (“OTP”). TPB, through
its three focus brands, Zig-Zag® in Smoking Products, Stoker’s® in
Smokeless Products and the VaporBeast™ distribution engine in NewGen
Products, generates solid cash flow which it uses to finance
acquisitions, increase brand support and strengthen its capital
structure.
More information is available at www.turningpointbrands.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements may
generally be identified by the use of words such as "anticipate,"
"believe," "expect," "intend," "plan" and "will" or, in each case, their
negative, or other variations or comparable terminology. These
forward-looking statements include all matters that are not historical
facts. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future. As a result, actual events may
differ materially from those expressed in or suggested by the
forward-looking statements. Any forward-looking statement made by TPB in
this press release speaks only as of the date hereof. New risks and
uncertainties come up from time to time, and it is impossible for TPB to
predict these events or how they may affect it. TPB has no obligation,
and does not intend, to update any forward-looking statements after the
date hereof, except as required by federal securities laws. Factors that
could cause these differences include, but are not limited to:
-
declining sales of tobacco products, and expected continuing decline
of sales, in the tobacco industry overall;
-
our dependence on a small number of third-party suppliers and
producers;
-
the possibility that we will be unable to identify or contract with
new suppliers or producers in the event of a supply or product
disruption;
-
the possibility that our licenses to use certain brands or trademarks
will be terminated, challenged or restricted;
-
failure to maintain consumer brand recognition and loyalty of our
customers;
-
substantial and increasing U.S. regulation;
-
regulation of our products by the FDA, which has broad regulatory
powers;
-
uncertainty related to the regulation and taxation of our NewGen
products;
-
possible significant increases in federal, state and local municipal
tobacco-related taxes;
-
possible significant increases in tobacco-related taxes;
-
possible increasing international control and regulation;
-
our reliance on relationships with several large retailers and
national chains for distribution of our products;
-
intense competition and our ability to compete effectively;
-
significant potential product liability litigation;
-
the scientific community’s lack of information regarding the long-term
health effects of electronic cigarettes, vaporizer and e-liquid use;
-
our amount of indebtedness;
-
the terms of our credit facilities, which may restrict our current and
future operations;
-
competition from illicit sources;
-
our reliance on information technology;
-
security and privacy breaches;
-
contamination of our tobacco supply or products;
-
infringement on our intellectual property;
-
third-party claims that we infringe on their intellectual property;
-
concentration of business with large customers;
-
failure to manage our growth;
-
failure to successfully integrate our acquisitions or otherwise be
unable to benefit from pursuing acquisitions;
-
failure to achieve expected benefits of the VaporBeast acquisition and
to integrate VaporBeast’s operations with ours;
-
fluctuations in our results;
-
exchange rate fluctuations;
-
adverse U.S. and global economic conditions;
-
failure to comply with certain regulations;
-
departure of key management personnel or our inability to attract and
retain talent;
-
decrease in value of our deferred tax assets;
-
imposition of significant tariffs on imports into the U.S.;
-
reduced disclosure requirements applicable to emerging growth
companies may make our common stock less attractive to investors,
potentially decreasing our stock price;
-
failure to maintain our status as an emerging growth company before
the five-year maximum time period a company may retain such status;
-
our principal stockholders will be able to exert significant influence
over matters submitted to our stockholders and may take certain
actions to prevent takeovers;
-
our certificate of incorporation and bylaws, as well as Delaware law
and certain regulations, could discourage or prohibit acquisition bids
or merger proposals, which may adversely affect the market price of
our common stock;
-
our certificate of incorporation limits the ownership of our common
stock by individuals and entities that are Restricted Investors. These
restrictions may affect the liquidity of our common stock and may
result in Restricted Investors being required to sell or redeem their
shares at a loss or relinquish their voting, dividend and distribution
rights;
-
future sales of our common stock in the public market could reduce our
stock price, and any additional capital raised by us through the sale
of equity or convertible securities may dilute your ownership in us;
and
-
we may issue preferred stock whose terms could adversely affect the
voting power or value of our common stock.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170720006421/en/
Turning Point Brands, Inc.
Investment Community:
Mark A.
Stegeman, 502-774-9238
SVP, Chief Financial Officer
ir@tpbi.com
or
Media:
Terry
McWilliams, 502-774-9238
President, Mozaic Investor Relations, Inc.
ir@tpbi.com
Source: Turning Point Brands, Inc.