SCHEDULE 13G/A: Wynnchurch Capital and Affiliates Disclose 9.8% Stake in Latham Group, Inc. with Voting Limitations
Beneficial Ownership Report (Schedule 13G Amendment)
Wynnchurch Capital and its affiliated entities, along with their principals, have filed an amended Schedule 13G disclosing a collective beneficial ownership of 9.8% of Latham Group, Inc.'s Common Stock, subject to a voting limitation agreement.
Summary
- Wynnchurch Capital Partners IV, L.P., WC Partners Executive IV, L.P., Wynnchurch Partners IV, L.P., Wynnchurch Capital, L.P., and their principals (John A. Hatherly, Francis G. Hayes, Christopher Patrick O'Brien, and Gregory B. Gleason) collectively beneficially own 11,383,771 shares of Latham Group, Inc. Common Stock.
- This aggregate ownership represents 9.8% of the outstanding Common Stock of Latham Group, Inc.
- Wynnchurch Capital Partners IV, L.P. and WC Partners Executive IV, L.P. have agreed not to vote, and to cause their affiliates not to vote, any shares of Common Stock that represent more than 9.9% of the outstanding Common Stock, unless they and their affiliates own more than 50% of the Common Stock.
- The reporting persons are filing as a group, and a Stockholders Agreement dated April 27, 2021, exists with Pamplona Capital Partners V, L.P., where both parties agreed to vote shares to elect board members, though the reporting persons disclaim beneficial ownership of Pamplona Fund's shares.
- The filing is an Amendment No. 3 to a previous Schedule 13G, indicating an update to their beneficial ownership status.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and related agreements, not containing subjective language or performance metrics that would indicate a positive or negative sentiment. It is neutral in tone.
Risks
- The agreement by Wynnchurch Capital Partners IV, L.P. and WC Partners Executive IV, L.P. to limit their voting power to 9.9% until they own over 50% of the Common Stock could limit their influence on corporate governance and strategic decisions, potentially impacting their ability to drive change or protect their investment if their stake remains below the 50% threshold.
Future Outlook
NA
Industry Context
This filing is a standard disclosure of significant ownership by an institutional investor group in a publicly traded company. It does not provide broader industry trends but indicates a substantial investment by Wynnchurch Capital in Latham Group, Inc., a company likely operating in the building materials or consumer durables sector (given its name 'Latham Group, Inc.' and 'pool' related products often associated with 'Latham').
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Voting Limitation Agreement | Wynnchurch Capital Partners IV, L.P. and WC Partners Executive IV, L.P. have agreed to limit their voting power to a maximum of 9.9% of outstanding Common Stock until their collective ownership exceeds 50%. | NA | This agreement restricts the immediate voting influence of these significant shareholders, potentially limiting their ability to unilaterally effect corporate governance changes despite their substantial stake, unless they significantly increase their ownership. |
| Stockholders Agreement | A Stockholders Agreement dated April 27, 2021, between Pamplona Capital Partners V, L.P. and the Wynnchurch Funds, mandates that they vote their shares to elect members of the Issuer's board of directors as set forth in the agreement. | 2021-04-27 | This agreement indicates a coordinated approach to board representation among significant shareholders, potentially influencing the composition and strategic direction of the board. |
Stakeholder Impact
- Shareholders: The disclosure of a significant institutional stake and associated voting limitations provides transparency regarding the ownership structure and potential influence of a major investor group. The voting agreement could impact future shareholder activism or strategic shifts.
- Management/Board: The Stockholders Agreement regarding board elections indicates a structured approach to governance by significant shareholders, which could influence board dynamics and decision-making.
Key Dates
| Date | Description |
|---|---|
| 2021-04-27 | Date of the Stockholders Agreement between Pamplona Capital Partners V, L.P. and Wynnchurch Funds. |
| 2025-03-31 | Date of event which requires filing of this statement (beneficial ownership calculation date). |
| 2025-05-12 | Effective date of the Joint Filing Agreement. |
| 2025-05-14 | Date of signing for the Schedule 13G filing. |
Keywords
Latham Group Inc., Wynnchurch Capital, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, SEC Filing, Corporate Governance, Voting Rights, Private Equity
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