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Cadre Holdings Announces Pricing of Public Primary and Secondary Offering of Common Stock

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Cadre Holdings, Inc. (NYSE: CDRE) announces the pricing of a public offering of 3,638,127 shares of its common stock at $35.00 per share, including shares offered by the Company and a Selling Stockholder. The underwriters have an option to purchase additional shares.
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The announcement by Cadre Holdings regarding the public offering of its shares is a significant event with potential implications for the stock's liquidity and capital structure. The dual nature of the offering, with both company and selling stockholder shares, suggests a strategic move to raise capital while also providing an exit or partial liquidity event for the major shareholder. The pricing at $35.00 per share will set a benchmark for the stock's value, which market participants will closely scrutinize.

Investors will be interested in the use of proceeds by the company. If the funds are earmarked for growth initiatives, debt reduction, or other value-enhancing strategies, this could be viewed positively. However, if the capital raised is primarily benefiting the selling stockholder without clear benefits to the company's strategic position, investors might react differently. The additional option for underwriters to purchase more shares could indicate confidence in the company's prospects or simply be a standard over-allotment option.

From a market perspective, the public offering of Cadre Holdings shares can be an indicator of the company's market perception and future growth expectations. The fact that a significant portion of the shares are being offered by a selling stockholder, who is also the company's Chairman and CEO, might raise questions about insider confidence in the company's future performance. However, it is not uncommon for insiders to divest part of their holdings for personal financial planning purposes.

The timing and size of the offering can also reflect the company's strategic positioning within the safety equipment industry. If the sector is expected to grow due to regulatory changes or increased demand, the offering could be well-timed to capitalize on these trends. Conversely, if the industry is facing headwinds, the offering might be seen as an attempt to shore up finances ahead of tougher times.

Legally, the public offering of shares by Cadre Holdings must adhere to strict regulatory requirements, including disclosures and filings with the Securities and Exchange Commission (SEC). The involvement of a significant insider in the offering adds a layer of complexity, as insider transactions are closely monitored for compliance with securities laws. The company must ensure that all information provided to potential investors is accurate and complete to avoid legal repercussions.

The offering's terms, including the underwriters' option to purchase additional shares, must be clearly outlined in the prospectus. This document is important for investors, as it contains detailed information about the company's financials, risks and the specific terms of the offering. Any missteps in this process can lead to legal challenges or regulatory penalties, which would be detrimental to the company's reputation and financial health.

JACKSONVILLE, Fla.--(BUSINESS WIRE)-- Cadre Holdings, Inc. (NYSE: CDRE) (“Cadre” or “the Company”), a global leader in the manufacturing and distribution of safety equipment for professionals, today announced the pricing of the public offering of 3,638,127 shares of its common stock, including 2,200,000 shares of common stock offered by the Company and 1,438,127 shares of common stock offered by Kanders SAF, LLC (the “Selling Stockholder”), an entity wholly-owned by Mr. Warren B. Kanders, the Chairman of the Company’s Board of Directors and Chief Executive Officer, at a public offering price of $35.00 per share. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 545,719 shares of common stock. The offering is expected to close on or about March 19, 2024, subject to the satisfaction of customary closing conditions.

Cadre intends to use the net proceeds received from the offering for general corporate purposes. The Selling Stockholder will receive the net proceeds from the sale of shares of common stock sold by it in the offering.

BofA Securities is acting as lead book-running manager for the offering. Jefferies, B Riley Securities and Stephens Inc. are acting as book-running managers, and Roth Capital Partners, Lake Street Capital Markets, LLC and Regions Securities LLC are acting as co-managers.

The Company has filed a registration statement on Form S-3 (Registration No. 333-271328) (including a base prospectus), which has been declared effective by the Securities and Exchange Commission (“SEC”). The Company has also filed a preliminary prospectus supplement with the SEC for the offering. The offering will be made only by means of a prospectus supplement and an accompanying prospectus.

You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus, as well as copies of the final prospectus supplement, once available, may be obtained by contacting: BofA Securities, 201 North Tryon Street, Charlotte, NC 28255, Mail Code NC1-022-02-25, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cadre

Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety products. Cadre's equipment provides critical protection to allow users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. The Company's core products include body armor, explosive ordnance disposal equipment, duty gear and nuclear safety products. Our highly engineered products are utilized in over 100 countries by federal, state and local law enforcement, fire and rescue professionals, explosive ordnance disposal teams, and emergency medical technicians. Our key brands include Safariland® and Med-Eng®, amongst others.

Forward-Looking Statements

Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation, our ability to complete the common stock offering on the proposed terms, or at all; and our expectations related to the use of proceeds from the shares of common stock offered by the Company. More information on potential factors that could affect the Company’s financial results are more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.

Gray Hudkins

Cadre Holdings, Inc.

203 550 7148

gray.hudkins@cadre-holdings.com

Investor Relations:

The IGB Group

Leon Berman / Matt Berkowitz

212 477 8438 / 212 227 7098

lberman@igbir.com / mberkowitz@igbir.com

Media:

Jonathan Keehner / Andrew Siegel

Joele Frank, Wilkinson Brimmer Katcher

212 355 4449

Source: Cadre Holdings, Inc.

The ticker symbol for Cadre Holdings, Inc. is CDRE.

Cadre Holdings, Inc. offered 3,638,127 shares of its common stock in the public offering.

The Selling Stockholder in the public offering is Kanders SAF, , wholly-owned by Mr. Warren B. Kanders, the Chairman of the Company’s Board of Directors and Chief Executive Officer.

The public offering price per share is $35.00.

The underwriters have a 30-day option to purchase up to an additional 545,719 shares of common stock.
Cadre Holdings, Inc.

NYSE:CDRE

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