ITG, Inc. has launched a roadshow as it pursues a public market debut for its Class A common stock, proposing to offer 19,512,196 shares with an anticipated price range of $19.00 to $22.00 per share. The company has applied to list those shares on the Nasdaq Global Select Market under the ticker symbol "ITG."
The planned offering includes a 30-day option for underwriters to buy up to an additional 2,168,635 shares from the company and up to 758,194 shares from a selling stockholder. The exercise of those options would increase the total number of shares available to investors within the offering period.
ITG stated that it expects to allocate net proceeds from shares it sells to repay outstanding principal under its revolving credit facility and its term loan facility. Any remaining proceeds from the company’s own share sales are intended to be used for general corporate purposes. The filing clarifies that ITG will not receive any proceeds from shares sold by the selling stockholder.
Proceeds generated by the exercise of the underwriters’ option to purchase additional shares will be applied to redeem equity interests in an operating subsidiary that are held by certain existing equity owners who are controlled by Oaktree Capital Management, L.P. This use of proceeds applies only to funds resulting from the option exercise.
Several firms are listed as leading the underwriting group. Morgan Stanley, Citigroup, UBS Investment Bank, and Stifel are acting as joint bookrunners and representatives of the underwriters. BofA Securities, Baird, Santander, KeyBanc Capital Markets, and Truist Securities are also named as joint bookrunners. Houlihan Lokey, BTIG, Capital One Securities, and Regions Securities LLC are participating as co-managers.
A registration statement related to the offering has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The proposed offering remains subject to market conditions and other customary closing contingencies.
Key points
- ITG is offering 19,512,196 Class A shares with an expected price range of $19.00 to $22.00 per share and seeks a Nasdaq Global Select listing under the symbol ITG.
- Net proceeds from the company’s share sales are earmarked to repay outstanding principal under its revolving credit and term loan facilities, with leftover funds for general corporate purposes; proceeds from selling stockholder shares will not go to ITG.
- Underwriters have a 30-day option to purchase up to 2,168,635 additional company shares and up to 758,194 additional shares from the selling stockholder; proceeds from any option exercise will be used to redeem equity interests held by certain owners controlled by Oaktree Capital Management, L.P.
Risks and uncertainties
- The offering is conditional on market conditions and the registration statement not yet being effective - outcomes depend on market reception and regulatory timing.
- ITG will not receive proceeds from shares sold by the selling stockholder, which could affect the company’s net cash raise relative to gross offering size.
- Any plan to use proceeds to redeem equity interests in an operating subsidiary is tied to the underwriters’ option being exercised, creating uncertainty about the ultimate allocation of total proceeds.