Sunlight Financial Holdings Inc. (“Sunlight Financial”,
"Sunlight" or the “Company”) (NYSE: SUNL), a premier,
technology-enabled point-of-sale finance company, today announced
that its Board of Directors approved a 1-for-20 reverse stock split
of the Company’s common stock that will become effective at 11:59
p.m. Eastern Time on August 22, 2023. The Company’s common stock
will begin trading on a split-adjusted basis on the New York Stock
Exchange (NYSE) when the market opens on August 23, 2023. The
reverse stock split was approved by the Company’s stockholders on
August 11, 2023 at the Company’s annual meeting of stockholders,
with authorization to determine the final ratio having been granted
to the Company’s Board of Directors.
At the effective time, every 20 issued and outstanding shares of
the Company’s Class A common stock will be converted into one share
of the Company’s Class A common stock. Once effective, the reverse
stock split will reduce the number of shares of the Company’s Class
A common stock issued and outstanding from approximately 86 million
to approximately 4.3 million. Additionally, at the effective time,
every 20 issued and outstanding shares of the Company’s Class C
common stock, which is not listed on the NYSE, will be converted
into one share of the Company’s Class C common stock.
No fractional shares will be issued in connection with the
reverse stock split and stockholders who would otherwise be
entitled to a fractional share will receive an additional share of
common stock. No stockholders will receive cash in lieu of
fractional shares.
Holders of the Company’s common stock held in book-entry form or
through a bank, broker or other nominee do not need to take any
action in connection with the reverse stock split. Stockholders of
record will be receiving information from Continental Stock
Transfer and Trust Company, the Company’s transfer agent, regarding
their stock ownership post-reverse stock split. Beneficial holders
are encouraged to contact their bank, broker or other nominee with
any procedural questions. All other questions can be directed to
the transfer agent, which can be reached at (800) 509-5586.
Additional information concerning the reverse stock split can be
found in the Company’s definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on July 7,
2023.
All outstanding public warrants to purchase the Company’s class
A common stock will be proportionately adjusted as a result of the
reverse stock split in accordance with the terms of the warrants,
such that warrants representing the right to purchase 20 shares of
the Company’s class A common stock immediately prior to the reverse
stock split now represent the right to purchase one share of the
Company’s class A common stock immediately following the reverse
stock split. Correspondingly, the exercise price per share of the
Company’s class A common stock attributable to such warrants
immediately prior to the reverse stock split has been
proportionately increased, such that the exercise price per share
of the Company’s class A common stock attributable to such warrants
immediately following the reverse stock split is $230.00, which
equals the product of 20 multiplied by $11.50, the exercise price
per share immediately prior to the reverse stock split. The number
of shares of the Company’s class A common stock subject to the
public warrants will be decreased by 20 times, to an aggregate of
862,500 shares. Proportionate adjustments will be made to the
exercise prices, grant prices or purchase prices and the number of
shares underlying the Company’s outstanding equity awards, as
applicable, and private warrants exercisable for shares of the
Company’s common stock, as well as to the number of shares issuable
under the Company’s equity incentive plans, as determined by the
Compensation Committee of the Company’s Board of Directors and/or
in accordance with the terms of certain existing agreements, as
applicable.
The reverse stock split is intended to increase the market price
per share of the Company’s Class A common stock to ensure the
Company regains full compliance with the NYSE listing rule related
to the minimum required average closing price of the common stock
and maintains its listing on the NYSE. The Company anticipates that
effects of the reverse stock split will be sufficient for the
Company to regain compliance with the NYSE’s continued listing
standards, however, there can be no assurance that the reverse
split will have that effect, initially or in the future, or that it
will enable the Company to maintain the listing of its Class A
common stock on the NYSE.
The trading symbol for the Company’s Class A common stock will
remain “SUNL” and the new CUSIP number for the Company’s Class A
common stock following the reverse stock split will be 86738J 304.
The trading symbol and CUSIP number for the Company’s warrants will
remain unchanged.
About Sunlight Financial
Sunlight Financial is a premier, technology-enabled
point-of-sale finance company. Sunlight partners with contractors
nationwide to provide homeowners with financing for the
installation of residential solar systems and other home
improvements. Sunlight’s best-in-class technology and deep credit
expertise simplify and streamline consumer finance, ensuring a fast
and frictionless process for both contractors and homeowners. For
more information, visit www.sunlightfinancial.com.
Forward-Looking Statements
The information included herein and in any oral statements made
in connection herewith may include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may generally be identified by
the use of words such as “could,” “should,” “would,” “will,” “may,”
“believe,” “anticipate,” “outlook,“ “intend,” “estimate,” “expect,”
“project,” “plan,” “continue,” or the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on management’s current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, Sunlight disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date hereof. Sunlight cautions you that these
forward-looking statements are subject to numerous risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the control of Sunlight. Such risks and
uncertainties include, among others: various factors including
negative current market conditions resulting in lower loan volumes,
sales of Indirect Channel Loans at losses, Sunlight’s potential
inability to sell enough loans under current market conditions to
enable Sunlight to comply with the total loan cap under the Bank
Partner Agreements and Sunlight’s current expectations regarding
the longevity of unfavorable market conditions are impacting our
ability to generate cash flow and if not resolved in a timely
manner, raise substantial doubt about our ability to continue as a
going concern; while we have received a waiver from the Bank
Partner regarding our compliance with the minimum cash held at Bank
Partner covenant and certain nonfinancial covenants under the
Secured Term Loan, we must continue to work through the Backbook
Loans, rising interest rate environment, and unfavorable market
conditions for loan sales to stabilize our business and return to
profitability, generate sufficient cash flow to fund our business
and achieve compliance with the Bank Partner Agreements and the
Secured Term Loan; there is no assurance that the Bank Partner will
further amend our agreements with them or provide additional
waivers for noncompliance; we have incurred a net loss for the year
ended December 31, 2022 and the six months ended June 30, 2023 and
we expect this to continue throughout 2023 unless market conditions
change significantly in the near term; under the supervision and
oversight of its Board of Directors, Sunlight (with the assistance
of a financial advisory firm) continues to explore all available
strategic alternatives and other available options for the Company,
and Sunlight’s Board is considering all available options,
including selling the Company or a restructuring of the Company
through a privately negotiated transaction or a court process; we
cannot predict the impact that such strategic alternative might
have on Sunlight’s operations or the prices of Sunlight’s
securities; our limited liquidity is materially and adversely
affecting our business operations; while we have consummated the
Transactions contemplated by the Commitment & Transaction
Support Agreement we will continue to implement cost saving
measures and the Board is continuing to review additional actions
to maximize value for shareholders; non-compliance on the part of
third parties with whom we conduct business disrupts our business
and adversely affects our financial conditions and operating
results; we do not currently have an interest rate risk hedging
program or seek to hedge interest rate risks associated with our
Bank Partner Agreements, and therefore are not protected against
significant increases in interest rates; worsening economic
conditions from rising interest rates, a rising rate of inflation,
or other potential causes of economic distress could raise
Sunlight’s cost of capital and/or reduce or eliminate the
willingness of Sunlight’s direct or indirect capital providers to
continue funding loan volume at historical levels, thereby
materially and adversely impacting Sunlight’s business, cash flows,
financial condition and results of operations; the ongoing COVID-19
pandemic and other health epidemics and outbreaks, including the
rise of variants of COVID-19, could adversely affect Sunlight’s
business, results of operations and financial condition; while
Sunlight obtained amended terms under the Bank Partner Agreements
in April 2023, if Sunlight is unable to facilitate the sale of
loans held on its Bank Partner’s balance sheet to comply with the
total loan cap and the Bank Partner is unwilling to further expand
its loan capacity, Sunlight may be required to purchase all or a
portion of these loans and/or may be unable to fund future Indirect
Channel Loans; to the extent that Sunlight seeks to grow or
strengthen its business and competitive position through future
acquisitions, or other strategic investments, transactions or
alliances, Sunlight may not be able to do so effectively; a
material reduction in the retail price of electricity charged by
electric utilities, other retail electricity providers or other
energy sources as compared to potential savings for purchasing and
using a solar system or an increase in pricing for purchasing and
using a solar system above the cost of other energy sources could
result in a lower demand for solar systems, which could have an
adverse impact on Sunlight’s business, results of operations and
financial condition; the reduction, modification or elimination of
government incentives could cause our revenue to decline and harm
our financial results; existing regulations and policies and
changes to these regulations and policies may present technical,
regulatory, and economic barriers to the purchase and use of solar
power products, which may significantly reduce demand for our loan
products and services; the industries that Sunlight operates in are
highly competitive and are likely to become more competitive;
additionally, if new entrants join these markets who have ready
access to cheaper capital, competing successfully would become more
difficult for Sunlight; Sunlight’s inability to compete
successfully or maintain or improve Sunlight’s market share and
margins could adversely affect its business; disruptions in the
operation of Sunlight’s computer systems and those of its critical
third-party service providers and capital providers could have an
adverse effect on Sunlight’s business; Sunlight’s growth is
dependent on its contractor network and in turn the quality of the
products and services they provide to their customers, and
Sunlight’s failure to retain or replace existing contractors, to
grow its contractor network or the number of Sunlight loans offered
through its existing network, or increases in loan delinquencies
due to any deficiencies in Sunlight’s contractor underwriting
practices, could adversely impact Sunlight’s business; the current
electrician shortage adversely impacts our business, financial
condition, and results of operations; Sunlight’s capital advance
program exposes it to potential losses in the event that a
contractor fails to fully perform under its agreements with
Sunlight or becomes insolvent prior to completion of the underlying
installation or construction, which losses could have an adverse
impact on Sunlight’s business, results of operations and financial
condition; if contractors fail to fulfill their obligations to
consumers or fail to comply with applicable law, Sunlight may incur
remediation costs; Sunlight’s revenue is impacted, to a significant
extent, by the general economy, including supply chain disruptions,
and the financial performance of its capital providers and
contractors; our results of operations could be adversely affected
by economic and political conditions globally and the effects of
these conditions on our clients’ businesses and levels of business
activity; Sunlight has never paid cash dividends on its capital
stock, and does not anticipate paying dividends in the foreseeable
future; Sunlight cannot guarantee that it will repurchase its
common stock pursuant to Sunlight’s share repurchase program or
that Sunlight’s share repurchase program will enhance long-term
shareholder value; share repurchases could also increase the
volatility of the price of Sunlight’s common stock and could
diminish Sunlight’s cash reserves; if assumptions or estimates
Sunlight uses in preparing its financial statements are incorrect
or are required to change, Sunlight’s reported results of
operations, liquidity and financial condition may be adversely
affected; and such other risks and uncertainties discussed in the
“Risk Factors” section of Sunlight’s Form 10-K as filed with the
Securities and Exchange Commission (“SEC”) on May 4, 2023 and
Sunlight's most recent 10-Q as filed with the SEC on August 9,
2023. Should one or more of the risks or uncertainties described
herein occur, or should underlying assumptions prove incorrect,
actual results and plans could differ materially from those
expressed in any forward-looking statements. Sunlight’s SEC filings
are available publicly on the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230818093437/en/
Investor Relations Glenn Cummins investors@sunlightfinancial.com
888.315.0822
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