Amer Sports, Inc F-1, filed Dec 2, 2024

Amer Sports, Inc. (AS)

F-1 2024-12-02

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	Page
Summary		1
Risk Factors		21
Cautionary Statement Regarding Forward-Looking Statements		26
Use of Proceeds		28
Dividend Policy		29
Capitalization		30
Dilution		32
Taxation		33
Underwriting		37
Expenses of the Offering		49
Legal Matters		50
Experts		50
Enforceability of Civil Liabilities		50
Where You Can Find More Information		51
Information Incorporated By Reference		51

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2024			2023			2023			2022			2021
	($ in millions)
Revenue		$	3,547.8		$	3,072.9		$	4,368.4		$	3,548.8		$	3,066.5
Cost of goods sold			(1,593.5)			(1,460.5)			2,092.3			(1,785.2)			(1,560.9)
Gross profit			1,954.3			1,612.4			2,276.2			1,763.6			1,505.6
Selling, general and administrative expenses			(1,698.1)			(1,368.5)			(1,982.5)			(1,522.7)			(1,327.0)
Impairment losses			(2.5)			(4.6)			(2.4)			(201.7)			(0.7)
Other operating income			23.5			3.3			11.2			11.4			9.0
Operating profit			277.2			242.6			302.5			50.6			186.9
Finance income			6.3			4.5			6.4			3.3			2.3
Finance costs			(178.9)			(296.6)			(413.4)			(236.5)			(279.0)
Loss on debt extinguishment			(14.3)			—			—			—			—
Net finance costs			(186.9)			(292.1)			(407.0)			(233.2)			(276.7)
Income (loss) before tax			90.3			(49.5)			(104.6)			(182.6)			(89.8)
Income tax expense			(29.0)			(64.4)			(104.2)			(48.3)			(34.7)
Income (loss) from continuing operations			61.3			(113.9)			(208.8)			(230.9)			(124.5)
Loss from discontinued operations, net of tax			—			—			—			(21.8)			(1.8)
Net income (loss)		$	61.3		$	(113.9)		$	(208.8)		$	(252.7)		$	(126.3)
Net income (loss) margin			1.6%			(3.8)%			(4.8)%			(7.1)%			(4.1)%
Net income (loss) attributable to:
Equity holders of the company			57.2			(115.6)			(208.6)			(252.7)			(126.3)
Non-controlling interests			4.1			1.7			(0.2)			—			—
Net income (loss) per ordinary share
Basic			0.12			(0.30)			(0.54)			(0.66)			(0.33)
Diluted			0.12			(0.30)			(0.54)			(0.66)			(0.33)
Weighted average number of ordinary shares outstanding Basic			490,972,248			384,499,607			384,499,607			384,304,322			383,327,897
Diluted			493,776,517			384,499,607			384,499,607			384,304,322			383,327,897

	As of September 30, 2024			As of December 31, 2023
	($ in millions)
Total assets		$	8,828.4		$	8,373.8
Total liabilities		$	4,716.1		$	8,530.6
Total equity (deficit)		$	4,112.3		$	(156.8)

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2024			2023			2023			2022			2021
	($ in millions)
Total net cash flows from/(used in) operating activities		$	17.9		$	(80.9)		$	199.0		$	(91.7)		$	268.0
Net cash flow (used in)/from investing activities		$	(178.9)		$	(95.6)		$	(154.8)		$	(118.6)		$	295.4
Net cash flow (used in)/from financing activities		$	(14.3)		$	72.2		$	35.0		$	81.1		$	(369.7)

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2024			2023			2023			2022			2021
	($ in millions)
Constant Currency Revenue(2)		$	3,576.7		$	3,072.9		$	4,403.7		$	3,771.1		$	2,982.9
EBITDA(3)		$	473.7		$	401.1		$	523.4		$	225.5		$	388.7
Adjusted EBITDA(3)		$	518.3		$	422.1		$	610.7		$	453.0		$	416.8
Adjusted EBITDA Margin(3)			14.6%			13.7%			14.0%			12.8%			13.6%
Adjusted net income/(loss) attributable to equity holders(4)		$	146.0		$	(72.0)		$	(103.3)		$	1.8		$	(61.6)

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2024			2023			2023			2022			2021
	($ in millions)
Revenue		$	3,547.8		$	3,072.9		$	4,368.4		$	3,548.8		$	3,066.5
Net income/(loss) attributable to equity holders		$	57.2		$	(115.6)		$	(208.6)		$	(252.7)		$	(126.3)
Net income/(loss) attributable to non-controlling interests			4.1			1.7			(0.2)			—			—
Income tax expense(a)			29.0			64.4			104.2			48.5			31.9
Finance costs(b)			178.9			296.6			413.4			236.0			279.3
Loss on debt extinguishment			14.3			—			—			—			—
Depreciation and amortization(c)			196.5			158.5			220.9			197.0			206.1
Finance income(d)			(6.3)			(4.5)			(6.4)			(3.3)			(2.3)
EBITDA			473.7			401.1			523.4			225.5			388.7
Loss/(income) from discontinued operations(e)			—			—			—			19.4			(6.1)
Restructuring expenses(f)			12.2			2.3			2.3			5.8			33.6
Impairment loss on goodwill and intangible assets(g)			—			—			—			198.1			—
Expenses related to transaction activities(h)			20.3			18.7			33.9			0.3			0.6
Expenses related to certain legal proceedings(i)			1.4			—			3.3			3.9			—
Share-based payments(j)			10.7			—			47.9			—			—
Adjusted EBITDA		$	518.3		$	422.1		$	610.7		$	453.0		$	416.8
Net income/(loss) margin			1.6%			(3.8)%			(4.8)%			(7.1)%			(4.1)%
Adjusted EBITDA Margin			14.6%			13.7%			14.0%			12.8%			13.6%

	As of September 30, 2024
	Actual			As Adjusted(4)
	($ in millions)
Cash and cash equivalents		$	312.0		$	312.0
Debt
Revolving Credit Facility			128.8			128.8
USD Term Loan Facility(3)			425.1			—
EUR Term Loan Facility(1)			773.7			328.1
6.750% Senior Secured Notes due 2031			790.4			790.4
Other debt(2)			152.8			152.8
Share capital
Ordinary shares, EUR 0.0300580119630888 par value; 2,495,175,000 shares authorized, 505,559,667 issued and outstanding, actual, 539,559,667 issued and outstanding, as adjusted			16.9			18.0
Share premium			2,135.8			3,005.4
Reserves			2,749.8			2,749.8
Accumulated deficit and other			(797.7)			(797.7)
Equity (deficit) attributable to equity holders			4,104.8			4,975.5
Non-controlling interests			7.5			7.5
Total equity			4,112.3			4,983.0
Total capitalization		$	6,383.1		$	6,383.1

Assumed public offering price per ordinary share			$	26.33
Net tangible book value per ordinary share at September 30, 2024	$	(1.81)
Increase in net tangible book value per ordinary share attributable to new investors		1.73
As adjusted net tangible book value per ordinary share at September 30, 2024 after giving effect to this offering		(0.09)
Dilution per ordinary share to new investors			$	26.42

Underwriters	Number of Ordinary Shares
BofA Securities, Inc.
J.P. Morgan Securities LLC
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
UBS Securities LLC
Total		34,000,000

Expenses	Amount
U.S. Securities and Exchange Commission registration fee		$	156,839
FINRA filing fee			154,163
Printing and engraving expenses			25,000
Legal fees and expenses			650,000
Transfer agent and registrar fee			7,150
Accounting fees and expenses			150,000
Miscellaneous costs			1,000,000
Total		$	2,143,152

	1.1			Form of Underwriting Agreement.
	3.1			Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	5.1			Opinion of Conyers Dill & Pearman, as to the validity of the ordinary shares.
	10.1			Business Cooperation Agreement, dated as of February 5, 2024, between ANTA Sports Products Limited and Amer Sports, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	10.2			Board Nomination Agreement, dated as of February 5, 2024, between Amer Sports, Inc. and Anamered Investments Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	10.3			Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with the SEC on January 4, 2024).
	10.4			Registration Rights Agreement, dated as of February 5, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	10.5			Master Business Services Agreement, dated as of February 5, 2024, between ANTA Sports Products Limited and Amer Sports, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	10.6			Amended and Restated Senior Facilities Agreement, dated as of July 17, 2023, by and among Amer Sports Holding 1 Oy, Amer Sports Holding Oy and Amer Sports Canada Inc., the lead arrangers party thereto, J.P. Morgan SE as agent and Wilmington Trust (London) Limited as security agent (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-1 filed with the SEC on January 4, 2024).
	10.7+			Amer Sports, Inc. 2019 Stock Option Plan Rules (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form F-1 filed with the SEC on January 4, 2024).
	10.8+			Amer Sports, Inc. 2023 Stock Option Plan Rules (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form F-1 filed with the SEC on January 4, 2024).
	10.9+			Amer Sports, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on February 1, 2024).
	10.10			Form of Master Distributor Agreement between Amer Sports Malaysia SDN BHD and Avid Sports Singapore Pte. Ltd. (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form F-1 filed with the SEC on January 4, 2024).
	10.11			Senior Secured Credit Agreement, dated as of February 16, 2024, between Amer Sports, Inc. as Parent Guarantor, Amer Sports Corporation, Amer Sports Company, Amer Sports Canada Inc., Amernet Holding Sverige AB and Amer Sports Holding GmbH as Borrowers, J.P. Morgan Chase Bank, N.A. as Administrative Agent, J.P. Morgan SE as Swingline Lender and Wilmington Trust (London) Limited as Collateral Agent (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	10.12			Indenture, dated as of February 16, 2024, between Amer Sports Company as the Issuer, The Bank of New York Mellon as Trustee and Wilmington Trust (London) Limited as Notes Collateral Agent (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	21.1			List of Subsidiaries (incorporated by reference to Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 18, 2024).
	23.1			Consent of KPMG AB.

	23.2			Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
	24.1			Powers of Attorney (included on signature page to the registration statement).
	107			Filing Fee Table

	Name			Title
	/s/ Jie (James) Zheng Jie (James) Zheng			Chief Executive Officer and Director (principal executive officer)
	/s/ Andrew E. Page Andrew E. Page			Chief Financial Officer (principal financial officer and principal accounting officer)
	/s/ Mingwei Bi Mingwei Bi			Director
	/s/ Shizhong Ding Shizhong Ding			Director and Chair
	/s/ Bruno Sälzer Bruno Sälzer			Director
	/s/ Catherine (Trina) Spear Catherine (Trina) Spear			Director
	/s/ Frank K. Tang Frank K. Tang			Director
	/s/ Tak Yan (Dennis) Tao Tak Yan (Dennis) Tao			Director

	Name			Title
	/s/ Carrie Teffner Carrie Teffner			Director
	/s/ Dennis J. (Chip) Wilson Dennis J. (Chip) Wilson			Director
	/s/ Ling Xiong Ling Xiong			Director
	/s/ Kin Wah Stephen Yiu Kin Wah Stephen Yiu			Director

Accepted as of the date hereof:

BOFA SECURITIES, INC.

By:
	Name:
	Title:

J.P. MORGAN SECURITIES LLC

By:
	Name:
	Title:

Technical Apparel	Outdoor Performance	Ball & Racquet Sports

	Very truly yours,

	AMER SPORTS, INC.

	By:
		Name:
		Title:

SCHEDULE I

Underwriter	Total Number of Firm Shares to be Purchased	Number of Optional Shares to be Purchased if Maximum Option Exercised
BofA Securities, Inc
J.P. Morgan Securities LLC



Total

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