Rome, 17 November 2023 01:09
Leonardo S.p.A. (“Leonardo”) announced today the pricing of an upsized public secondary offering in the United States by Leonardo US Holding, LLC (the “Selling Stockholder”), Leonardo’s subsidiary, of a minority stake of 18,000,000 shares of common stock of Leonardo DRS, Inc. (“DRS”) at an offering price of $17.75 per share, representing approximately 6.9% of DRS’s issued and outstanding common stock. The Selling Stockholder granted the underwriters a 30-day option to purchase up to an additional 2,700,000 shares of DRS’s common stock from the Selling Stockholder. All of the shares in the offering are being sold by the Selling Stockholder. DRS will not receive any proceeds from the offering.
Roberto Cingolani, Leonardo CEO and GM, stated “This transaction will allow us to increase financial flexibility to focus on accretive investments and acquisitions for Leonardo while maintaining a solid financial structure. With this transaction we will continue to consolidate Leonardo DRS and maintain a significant industrial and commercial presence in the US, the largest defense market in the world”.
The offering is expected to close on November 21, 2023, subject to customary closing conditions. Post completion of the offering, Leonardo US Holding is expected to hold approximately 73.3% of the issued and outstanding shares of common stock in DRS (approximately 72.3% if the underwriters’ option to purchase additional shares is exercised in full).
Morgan Stanley, BofA Securities and J.P. Morgan are acting as joint book-running managers for the offering. Baird, Goldman Sachs & Co. LLC and Truist are acting as joint book-runners for the offering. CJS Securities is acting as co-manager for the offering.
The shares of common stock in the offering are being offered pursuant to an automatically effective shelf registration statement on Form S-3 filed by DRS with the Securities and Exchange Commission (“SEC”) on November 15, 2023. The offering is being made only by means of a prospectus supplement and the accompanying prospectus of DRS that forms a part of the registration statement. Copies of the prospectus and prospectus supplement relating to the offering may be obtained if you request it by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001 or by email at firstname.lastname@example.org; or J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at 866-803-9204 or by email at email@example.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any offer or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release contains statements that constitute "forward-looking statements," including with respect to the proposed public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Leonardo and Leonardo DRS. Neither Leonardo nor Leonardo DRS undertake any obligation to update these statements for revisions or changes after the date of this release, except as required by law.
In any member state of the European Economic Area (the "EEA"), this press release is directed only at persons in that member state who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"). In the United Kingdom, this press release is directed only at persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order; and (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). This press release must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this press release relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.
This announcement does not constitute an offer of any securities to the public in Italy. The shares will not be registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, no shares may be offered, sold or delivered, nor may copies of the prospectus, the prospectus supplement and any other document relating to any shares be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined in Article 2, letter e) of the Regulation (EU) 2017/1129 (“Prospectus Regulation”), pursuant to Article 1, fourth paragraph, letter a), of the Prospectus Regulation; or (ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation. Any offer, sale or delivery of the shares or distribution of copies of the prospectus, the prospectus supplement and any other document relating to any shares in the Republic of Italy must be in compliance with applicable Italian laws and regulations.
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