Restoration Hardware 2012 Annual Report Download - page 101

Unregistered Sale of Equity Securities and Issuer Purchases of Equity Securities
On November 1, 2012, Restoration Hardware Holdings, Inc. issued additional shares to Home Holdings, and
Restoration Hardware Holdings, Inc. acquired all of the outstanding shares of Restoration Hardware, Inc. from
Home Holdings. In addition, shares of our common stock were issued to the participants of the Team Resto
Ownership Plan in replacement of prior unit awards under the Team Resto Ownership Plan. As a result of these
transactions, as of November 1, 2012 (before giving effect to the initial public offering), 32,188,891 shares of our
common stock were outstanding.
Use of Proceeds from the Initial Public Offering
On November 1, 2012, our Registration Statement on Form S-1, as amended (File No. 333-176767), was
declared effective, pursuant to which we registered the offering and sale of 4,782,609 shares of common stock by
Restoration Hardware Holdings, Inc., the associated sale of 381,723 shares of common stock by selling
stockholders, and the sale pursuant to the underwriters’ over-allotment option of an additional 774,650 shares of
common stock by selling stockholders, at a price of $24.00 per share. On November 7, 2012, Restoration
Hardware Holdings, Inc. sold all 4,782,609 shares of common stock for an aggregate offering price of
approximately $114.8 million, the selling stockholders sold 1,156,373 shares of common stock, including
774,650 shares pursuant to the underwriters’ over-allotment option, for an aggregate offering price of
approximately $27.8 million, and the offering terminated. Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman, Sachs & Co., Robert W. Baird & Co. Incorporated, William Blair & Company, L.L.C., Piper Jaffray &
Co. and Stifel, Nicolaus & Company, Incorporated acted as the underwriters.
As a result of the initial public offering, we raised approximately $97.7 million in net proceeds after
deducting underwriting discounts and commissions of approximately $8.1 million and estimated expenses in
connection with the offering of $9.1 million. We did not receive any proceeds from the sale of stock by the
selling stockholders. On November 7, 2012, we made payments of $75.7 million on Restoration Hardware, Inc.’s
revolving line of credit and repaid Restoration Hardware, Inc.’s outstanding term loan of $15.0 million in full.
Such payments were funded by the proceeds received as a result of the initial public offering. No payments were
made by us to directors, officers or persons owning ten percent or more of our common stock or to their
associates, or to our affiliates, other than payments of $7.0 million in the aggregate made on November 7, 2012,
to pay management fees to affiliates of Catterton, Tower Three and Glenhill pursuant to the terms of the
management services agreement that terminated upon consummation of the initial public offering.
Item 6. Selected Consolidated Financial Data
The following tables present Restoration Hardware Holdings, Inc.’s consolidated financial and operating
data as of the dates and for the periods indicated.
Restoration Hardware Holdings was formed as a Delaware corporation on August 18, 2011. On
November 7, 2012, Restoration Hardware Holdings, Inc. completed an initial public offering and acquired all of
the outstanding shares of capital stock of Restoration Hardware, Inc. In connection with the initial public
offering, common stock of Restoration Hardware Holdings, Inc. was issued in replacement of prior unit awards
under the Team Resto Ownership Plan. These transactions are referred to as the “Reorganization.” Restoration
Hardware Holdings, Inc. has not engaged in any business or other activities except in connection with its
formation and the Reorganization. Accordingly, all financial and other information herein relating to periods
prior to the completion of the Reorganization is that of Restoration Hardware, Inc.
All of the outstanding capital stock of Restoration Hardware, Inc. was acquired on June 16, 2008, by Home
Holdings, which we refer to as the “Acquisition.” As a result of the Acquisition, a new basis of accounting was
created beginning June 17, 2008. The period prior to the Acquisition is referred to as the “Predecessor” period
and the periods after the Acquisition are referred to as the “Successor” periods. The Predecessor period presented
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Form 10-K