(LOS ANGELES, June 29, 2020) — Cadiz Inc. (“Cadiz”, the “Company” or “we”) (NASDAQ: CDZI) today announced the pricing of its underwritten registered public offering of 2,000,000 depositary shares at an initial public offering price of $25.00 per depositary share, raising gross proceeds of $50 million before deducting underwriting discounts and other estimated offering expenses. The offering is expected to close on or about July 2, 2021, subject to customary closing conditions.
Each depositary share represents a 1/1000th fractional interest in a share of the Company’s 8.875% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Company’s depositary shares are expected to begin trading on NASDAQ under the symbol “CDZIA” within 30 business days of the closing date of this offering, if approved. (Update: As of July 8, 2021, the depositary shares are now trading on NASDAQ under the symbol “CDZIP”).
Dividends on the Series A Preferred Stock underlying the depositary shares will be paid when declared by the Board at a fixed rate of 8.875% with liquidation preference equivalent to $25.00 per depositary share. In connection with the offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 300,000 depositary shares.
The Company expects to use the net proceeds from this offering together with the proceeds from a new $50 million senior secured term loan expected to be entered into concurrently with the closing of the offering to (i) repay principal and interest outstanding under the Company’s existing credit facility, (ii) fund the segregated dividend account and (iii) pay transaction related expenses. Any remaining net proceeds may be used for working capital needs and for other general corporate purposes.
- Riley Securities, Inc., Boenning & Scattergood, Inc., Ladenburg Thalmann & Co. Inc., William Blair & Company and Incapital LLC are acting as joint book-runners for this offering. Aegis Capital Corp. and B.C. Ziegler & Company are acting as co-managers for this offering.
The offering of these securities is being made under the Company’s shelf registration statement on Form S-3 (333-257159), which was initially filed with the Securities and Exchange Commission (“SEC”) on June 17, 2021 and declared effective by the SEC on June 25, 2021. The offering of these depositary shares will be made only by means of a prospectus and prospectus supplement. A copy of the prospectus and prospectus supplement relating to these securities may be obtained, when available, from the website of the SEC at http://www.sec.gov or by contacting: B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, Virginia 22209, Attn: Prospectus Department, Email: firstname.lastname@example.org, Telephone: (703) 312-9580.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the depositary shares in any state or jurisdiction in which such offer, solicitation, or sale would not be permitted.
VP, Investor Relations
550 S. Hope Street
Los Angeles, CA 90071
About Cadiz Inc.
Founded in 1983, Cadiz Inc. (NASDAQ: CDZI) is a California business dedicated to sustainable water and agricultural projects. We own 70 square miles of property with significant water resources in Southern California and are the largest agricultural operation in San Bernardino, California, where we have sustainably farmed since the 1980s. We are also partnering with public water agencies to implement the Cadiz Water Project, which was named a Top 10 Infrastructure Project that over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Guided by a holistic land management plan, we are dedicated to pursuing sustainable projects and practicing responsible stewardship of our land, water and agricultural resources. For more information, please visit www.cadizinc.com .
Cautionary Statement Regarding Forward Looking Statements
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “expect,” “may ,” “plan” or “will”. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact, including statements regarding the terms and conditions and timing of the offering, the entry into a new term loan, and the intended use of proceeds. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that the offering of the depositary shares cannot be successfully completed and that the term loan is not successfully completed on the anticipated terms, or at all. These and other risks are identified in our filings with the Commission, including without limitation our Annual Report on Form 10-K for the year ended December 31, 2020, and in other filings subsequently made by the Company with the Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.