Form 4: Derby LuxCo S.a r.l. Reduces Stake in Waystar Holding Corp.
Summary
- Derby LuxCo S.a r.l. sold 9,830,143 shares of Waystar Holding Corp. common stock on February 24, 2025.
- The sale price was $40 per share.
- Following the transaction, Derby LuxCo S.a r.l. indirectly holds 38,828,374 shares of Waystar Holding Corp.
- EQT Fund Management S.a r.l. oversees Derby LuxCo through its management of EQT VIII, which owns 100% of Derby LuxCo's membership interests.
- Both Derby LuxCo S.a r.l. and EQT Fund Management S.a r.l. disclaim beneficial ownership of the securities, except to the extent of their pecuniary interest.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the large sale of shares by a major shareholder, which could indicate a lack of confidence or a change in investment strategy. However, the disclaimer of beneficial ownership mitigates the negative impact somewhat.
Negatives
- Derby LuxCo S.a r.l., a significant shareholder, has reduced its stake in Waystar Holding Corp.
Risks
- Further sales by Derby LuxCo S.a r.l. could put downward pressure on Waystar Holding Corp.'s stock price.
Management Comments
- This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Industry Context
Sales of shares by major shareholders are common and can be for a variety of reasons, including portfolio rebalancing or to realize gains. The impact on the stock price depends on the size of the sale relative to the trading volume and the market's perception of the company's prospects.
Stakeholder Impact
- Shareholders may react negatively to the sale, potentially leading to a decrease in the stock price.
- The company's reputation could be slightly affected if the market interprets the sale as a lack of confidence by a major investor.
Key Dates
- 02/24/2025: Date of transaction: Derby LuxCo S.a r.l. sold shares of Waystar Holding Corp.
- 02/26/2025: Date of signature for the Form 4 filing by Derby LuxCo S.a r.l. and EQT Fund Management S.a r.l.
Keywords
Filings with Classifications
Quarterly Report
- The company's revenue increased by 14.1% compared to the same period in the prior year.
- Net income improved significantly from a net loss to a net income of $29.3 million.
- Adjusted EBITDA increased by 16.2% compared to the same period in the prior year.
Earnings Release
- The company raised its full-year revenue and adjusted EBITDA guidance, indicating better-than-expected performance.
- The company's Q1 revenue growth of 14% year-over-year exceeded initial expectations.
SEC Form 4 Filing
- A major shareholder selling a significant number of shares is generally viewed negatively by the market.
Registration Statement
- Waystar Holding Corp. is registering 2,300,000 additional shares of common stock.
- The proposed maximum offering price per share is $40.00.
- The maximum aggregate offering price for the new shares is $92,000,000.00.
- The underwriters have an option to purchase an additional 300,000 shares.
Annual Results
- The company's net loss decreased from $51.3 million in 2023 to $19.1 million in 2024.
- The company's revenue increased from $791.0 million in 2023 to $943.5 million in 2024.
Earnings Release
- The company's revenue and adjusted EBITDA exceeded expectations for the fourth quarter and full year 2024.
- The net loss improved significantly year-over-year.
- The company's guidance for fiscal year 2025 indicates continued growth and profitability.
Credit Agreement Amendment
- The document indicates better results as the company has secured lower interest rates on its term loans and revolving credit facility, which will reduce its borrowing costs.
Quarterly Report
- The company's net income of $5.4 million in Q3 2024 is a significant improvement from the net loss of $15.5 million in Q3 2023.
- The company's revenue growth of 21.7% year-over-year is a strong performance.
- The company's adjusted EBITDA increased year-over-year, indicating improved operational efficiency.
Quarterly Report
- The company's revenue growth of 22% year-over-year exceeded the 20% growth reported in the previous quarter, indicating an acceleration in business performance.
Quarterly Report
- Waystar completed its initial public offering (IPO) in June 2024, issuing 45,000,000 shares of common stock at $21.50 per share.
- The company received total proceeds of $914.3 million after deducting underwriting discounts and commissions.
- The underwriters exercised their option to purchase an additional 5,059,010 shares, resulting in additional net proceeds of $102.8 million.
- The company used the net proceeds from the IPO to repay $909.1 million of outstanding principal indebtedness under its First Lien Credit Facility.
Quarterly Report
- The company's net loss increased significantly compared to the same period last year, driven by higher operating expenses, particularly stock-based compensation and third-party fees related to debt repricing.
Merger Announcement
- Waystar Holding Corp. is planning an initial public offering (IPO) to sell 45,000,000 shares of its common stock.
- The anticipated price range for the shares is between $20.00 and $23.00 per share.
- The underwriters have an option to purchase up to 6,750,000 additional shares.
- Neuberger Berman Investment Advisers LLC and a wholly owned subsidiary of Qatar Investment Authority (QIA) have indicated an interest in purchasing up to an aggregate of $225.0 million in shares of common stock in this offering at the initial public offering price.
- The company intends to use the net proceeds from this offering to repay outstanding indebtedness under its First Lien Credit Facility.
S-1/A Filing
- Waystar Holding Corp. is proposing an initial public offering of its common stock.
- The company intends to list its common stock on the Nasdaq Global Select Market under the symbol WAY.
- The IPO aims to raise funds to repay debt under the First Lien Credit Facility and for general corporate purposes.
- The underwriters have an option to purchase up to additional shares of common stock from the company.
S-1/A Filing
- Waystar Holding Corp. proposes to issue and sell shares of common stock to the several underwriters.
- The underwriters have an option to purchase additional shares of common stock from the company.
- The company intends to use the net proceeds from this offering to repay $ million aggregate principal amount of indebtedness under our First Lien Credit Facility, with any remainder to be used for general corporate purposes.
S-1/A Filing
- Waystar Holding Corp. is conducting an initial public offering of its common stock.
- The company intends to use the net proceeds from the offering to repay debt and for general corporate purposes.
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