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- Controlled Company (new) — The principal stockholder will retain majority ownership post-offering and controls board composition through a stockholders agreement, qualifying the company as a controlled company under NYSE rules.
Alliance Laundry Holdings secondary offering: principal stockholder sells 20.5M shares; company to repurchase ~$75M at offering price
Filed August 17, 2026 · ~2 min read
Key Changes
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This is a secondary offering by the principal stockholder of 20.5 million shares (23.6 million with full greenshoe). The company receives no proceeds from the sale; all proceeds go to the selling stockholder.
The Offering verify on EDGAR → -
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The company will repurchase approximately $75 million of shares from the underwriters at the offering price using cash on hand. These shares will be canceled, reducing shares outstanding.
The Offering verify on EDGAR → -
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The principal stockholder will retain majority ownership post-offering and controls the board: majority director designation rights at ≥40% ownership, proportionate rights at 10-40%, and chairman appointment rights at ≥25%.
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For the six months ended June 30, 2026, net revenue was $903.6 million and net income was $125.6 million (14% margin), compared to $836.8 million revenue and $48.3 million net income in the prior-year period. Full-year 2025 net income was $101.8 million (6% margin) on $1.7 billion revenue.
Prospectus Summary verify on EDGAR → -
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The company made $710 million in voluntary debt prepayments during 2025, eliminating all future quarterly principal payments. The remaining Term Loan balance is due entirely at maturity in August 2031.
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The company notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again as of December 31, 2024, which it states was remediated as of December 31, 2025.
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The company does not intend to pay dividends in the foreseeable future; earnings will support operations, growth, and debt repayment. Existing debt agreements restrict dividend capacity.
Summary
Alliance Laundry Holdings, the world's largest commercial laundry systems manufacturer with approximately 40% North America market share, is conducting a secondary offering in which its principal stockholder will sell 20.5 million shares (up to 23.6 million with full greenshoe). The company receives no proceeds from this sale—all proceeds go to the selling stockholder.
The company will, however, repurchase approximately $75 million of shares from the underwriters at the offering price using cash on hand; these shares will be canceled. The principal stockholder will retain majority ownership and board control post-offering through a stockholders agreement that grants majority director designation rights at ≥40% ownership and chairman appointment rights at ≥25% ownership.
Financially, the company reported net income of $125.6 million (14% margin) on $903.6 million revenue for the six months ended June 30, 2026, compared to $48.3 million net income on $836.8 million revenue in the prior-year period. Full-year 2025 net income was $101.8 million (6% margin) on $1.7 billion revenue. The company made $710 million in voluntary debt prepayments during 2025, eliminating all future quarterly principal payments and improving near-term cash flow. The company does not intend to pay dividends; earnings will support operations and debt repayment. Two governance concerns warrant attention. First, the company qualifies as a controlled company under NYSE rules, allowing it to opt out of certain independence requirements for the board and key committees, reducing protections for minority shareholders. Second, the company notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again as of December 31, 2024, which it states was remediated as of December 31, 2025, though ongoing effectiveness cannot be assured until future Section 404 assessments.
Section-by-Section Diff
The Offering · The Offering
Secondary offering of 20,500,000 shares by principal stockholder; company to repurchase ~$75M of shares from underwriters at offering price.
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Common stock offered by the principal stockholder 20,500,000 shares (or 23,575,000 shares if the underwriters exercise in full their option to purchase additional shares from the principal stockholder).
This is a secondary offering of 20,500,000 shares by the principal stockholder (up to 23,575,000 with full greenshoe). All proceeds go to the selling stockholder, not the company. The company receives no capital from this offering.
Added in current filing · verify on EDGAR →
We intend to purchase from the underwriters shares of our common stock at a price per share equal to the price per share at which the underwriters will purchase shares of our common stock from the principal stockholder for an aggregate repurchase price of approximately $75 million. We intend to fund the Share Repurchase using cash on hand. The closing of the Share Repurchase will be concurrent with the closing of this offering. The repurchased shares of common stock will be canceled and no longer be outstanding after this offering. The completion of the Share Repurchase is conditioned upon the completion of this offering.
The company will repurchase approximately $75 million of shares from the underwriters at the offering price, funded with cash on hand. These shares will be canceled, reducing shares outstanding. The repurchase is conditioned on the offering closing.
Added in current filing · verify on EDGAR →
Net revenues | $ 903,642 | $ 836,757 | $ 1,709,237 | $ 1,508,440 $ 1,365,154 ... Net income $ 125,585 | $ 48,263 | $ 101,755 | $ 98,319 | $ 88,229
For the six months ended June 30, 2026, the company reported net revenues of $903,642 thousand and net income of $125,585 thousand, compared to $836,757 thousand and $48,263 thousand for the same period in 2025. Full year 2025 net revenues were $1,709,237 thousand with net income of $101,755 thousand.
Added in current filing · verify on EDGAR →
Long-term debt, net | $ 1,241,167 | $ 1,354,636 $ 2,034,545 ... Stockholders’ equity/(deficit) $ 502,615 | $ 392,118 | $ (277,328 )
As of June 30, 2026, the company had long-term debt of $1,241,167 thousand (down from $2,034,545 thousand at December 31, 2024) and stockholders' equity of $502,615 thousand (improved from a deficit of $277,328 thousand at December 31, 2024).
Added in current filing · verify on EDGAR →
Share information presented below and elsewhere in this prospectus, including our historical financial information, reflects a 142-for-1 forward stock split of our common stock approved by our Board of Directors on September 25, 2025 and effected by the filing of a Certificate of Amendment with the Delaware Secretary of State on September 26, 2025.
All share and per-share data in the prospectus reflect a 142-for-1 forward stock split effected on September 26, 2025. This split increases the number of shares outstanding and proportionally reduces the per-share price.
Prospectus Summary · Prospectus Summary
Alliance Laundry Holdings is the world's largest commercial laundry systems manufacturer with ~40% North America market share, $1.7B 2025 revenue, 26% Adjusted EBITDA margin.
Added in current filing · verify on EDGAR →
We estimate that we hold approximately 40% of the commercial laundry market in North America and have leading positions in growing markets around the world.
The company claims approximately 40% market share in North America commercial laundry and states it is the world's largest designer and manufacturer of commercial laundry systems. The prospectus also states the company is approximately two times larger than the next competitor in commercial end markets.
Added in current filing · verify on EDGAR →
For the twelve-month period ended December 31, 2025 and the six-month period ended June 30, 2026, respectively, our net revenue was $1.7 billion and $903.6 million, net income was $101.8 million and $125.6 million (with a net income margin of approximately 6% and 14%), Adjusted EBITDA was $436.5 million and $242.8 million (with an Adjusted EBITDA Margin of approximately 26% and 27%) and capital expenditures were approximately 3% and 1.5% of net revenue.
For the year ended December 31, 2025, the company reported net revenue of $1.7 billion, net income of $101.8 million (6% margin), and Adjusted EBITDA of $436.5 million (26% margin). For the six months ended June 30, 2026, net revenue was $903.6 million, net income was $125.6 million (14% margin), and Adjusted EBITDA was $242.8 million (27% margin). Capital expenditures were approximately 3% of revenue for 2025 and 1.5% for the first half of 2026.
Added in current filing · verify on EDGAR →
We operate through two geographic reporting segments with our North America segment representing 74% and 75% of our year-end 2025 and first half 2026 revenue, respectively, and our International segment representing the remaining 26% and 25%, respectively.
North America represented 74% of 2025 revenue and 75% of first half 2026 revenue, with International representing 26% and 25% respectively. This shows heavy concentration in the North America market.
Added in current filing · verify on EDGAR →
Approximately 94% of our North American distributors have been with the Company for ten years or more.
The company states that approximately 94% of its North American distributors have relationships of ten years or more, indicating long-standing channel partner loyalty. The company operates through approximately 600 distributors globally selling into approximately 4,000 independent retail locations.
Added in current filing · verify on EDGAR →
Our principal stockholder currently controls the direction of our business. Our principal stockholder’s interests in our business may conflict with the interests of our other stockholders, and we are a controlled company under the governance standards of the NYSE.
The company discloses that a principal stockholder controls the direction of the business and that the company qualifies as a controlled company under NYSE standards. This means the principal stockholder has sufficient voting power to control major decisions, and the interests of this stockholder may conflict with those of public shareholders.
Use of Proceeds · Use of Proceeds
Proceeds from the Term Facility refinanced prior debt, paid a 2024 dividend, and funded working capital; Revolving Facilities support working capital and capex.
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Proceeds of the Term Facility were used to refinance our then-outstanding credit facility, pay the 2024 Dividend, pay fees and expenses related thereto and for working capital and general corporate purposes.
The company used Term Facility proceeds to refinance existing debt, pay a dividend to shareholders in 2024, cover transaction fees, and fund working capital. This means a portion of the borrowed funds went to existing shareholders rather than entirely to company operations or growth.
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At June 30, 2026, after giving effect to the August Repricing Amendments and the June 2026 upgrade of the Company’s credit rating by Moody’s Ratings from B2 to B1, borrowings under (i) the Term Facility bear interest at a rate per annum equal to, at the applicable Borrower’s option, Term SOFR plus 2.00% or the applicable base rate plus 1.00%, (ii) the Revolving Facilities denominated in U.S. dollars bear interest at a rate per annum equal to, at the applicable Borrower’s option, Term SOFR plus 2.00% or the applicable base rate plus 1.00%, and (iii) the Revolving Facilities denominated in Euros or Thai baht bear interest at a rate per annum equal to Adjusted EURIBOR or the Daily Simple RFR, respectively, plus, in each case, 2.00%.
The company's borrowing costs decreased significantly following repricing amendments and a credit rating upgrade from B2 to B1. Interest margins fell from 3.50% to 2.00% on the Term Facility and from 3.25% to 2.00% on Revolving Facilities, reducing annual interest expense and improving cash flow.
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As a result of voluntary prepayments totaling $710.0 million made during 2025, the future required quarterly installment principal repayments have been eliminated, and the remaining outstanding principal balance is due at maturity.
The company made $710.0 million in voluntary debt prepayments during 2025, eliminating all future quarterly principal payments. The remaining Term Loan balance is now due entirely at maturity on August 19, 2031, improving near-term cash flow flexibility.
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On August 12, 2026, the Company entered into an amendment to the Asset Backed Equipment Facility to increase the facility limit from a lender committed amount of $530.0 million to $600.0 million. The Amendment also provides that, subject to the satisfaction of customary conditions, including approval by the Administrative Agent and the agreement of one or more committed purchasers to increase their commitments, the Company may request additional increases in the facility limit in an aggregate amount of up to $100.0 million, resulting in a maximum facility limit of $700.0 million.
The company increased its equipment financing facility from $530.0 million to $600.0 million in August 2026, with potential to expand to $700.0 million. This facility securitizes equipment financing receivables originated through the company's internal financing organization that helps laundromat customers purchase company-branded equipment.
Risk Factors · Risk Factors
Risks include stock volatility, principal stockholder control (>50% post-offering), controlled-company status, underwriter conflict of interest, and a material weakness in internal controls.
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Following completion of this offering, our principal stockholder will beneficially own approximately % of our outstanding common stock (approximately % if the underwriters exercise in full their option to purchase additional shares). In connection with our IPO, we entered into a stockholders agreement with our principal stockholder to govern the relationship between us and our principal stockholder, including matters related to our corporate governance, rights to designate directors and additional matters. The stockholders agreement provides that, so long as our principal stockholder beneficially owns at least 40% of the aggregate outstanding shares of our common stock, our principal stockholder may designate a majority of the nominees for election to our board of directors; so long as our principal stockholder beneficially owns at least 10% but less than 40% of the aggregate outstanding shares of our common stock, our principal stockholder will continue to retain certain designation rights under the Stockholders Agreement proportionate to its percentage ownership in our common stock. In addition, so long as our principal stockholder beneficially owns at least 25% of the aggregate outstanding shares of our common stock, our principal stockholder will have the right to appoint and remove the chairman of our board of directors and the lead independent director, if any.
The principal stockholder will retain majority ownership post-offering (exact percentage blank in this preliminary filing). A stockholders agreement grants the principal stockholder board control: majority director designation rights at ≥40% ownership, proportionate rights at 10-40%, and chairman/lead-director appointment rights at ≥25%. This concentration may deter change-of-control transactions and affect the stock price.
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BDT & MSD, a participant in the underwriting syndicate for this offering, is an affiliate of BDTCP, our principal stockholder, and will receive a portion of the underwriting discounts and commissions in connection with this offering. In addition, BDT & MSD has previously provided placement and other financial advisory services to the Company, for which BDT & MSD has received customary fees. BDT & MSD may, in the future, provide similar services to the Company and may receive customary fees for such services. Thus it may have interests beyond customary underwriting discounts and commissions, including interests in the pricing, allocation or terms of the offering or the exercise by the underwriters of their option to purchase additional shares from the principal stockholder. This could result in decisions or actions that are not aligned with the interests of investors in this offering or that benefit BDT & MSD and our principal stockholder to a greater extent than other investors. Further, our principal stockholder expects to participate on behalf of the Company in determining such underwriting discounts and commissions for this offering.
One underwriter (BDT & MSD) is an affiliate of the principal stockholder and has interests beyond standard underwriting fees, including in pricing and allocation decisions. The principal stockholder will participate in setting underwriting terms. FINRA Rule 5121 conflict-of-interest provisions apply, though a qualified independent underwriter is not required because BDT & MSD is not lead manager.
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We previously identified a material weakness in our internal control over financial reporting in connection with the preparation and audit of our financial statements as of December 31, 2024. We have remediated the previously identified material weakness as of December 31, 2025.
The company notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again as of December 31, 2024, which it states was remediated as of December 31, 2025. The company is not required to make its first Section 404 assessment until its second annual 10-K, and ongoing effectiveness cannot be assured.
Added in current filing · verify on EDGAR →
We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to support our operations, to finance the growth and development of our business and to pay down debt. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions. In addition, because we are a holding company, our ability to pay dividends on our common stock is dependent upon cash dividends, distributions and other transfers from our subsidiaries. The agreements governing certain indebtedness of our subsidiaries also impose restrictions on our ability to pay dividends, and we may be further restricted from doing so by the terms of any future debt or preferred securities.
The company does not intend to pay dividends in the foreseeable future; earnings will support operations, growth, and debt repayment. As a holding company, dividend capacity depends on subsidiary distributions, which are restricted by existing debt agreements. Investors' only return opportunity is stock price appreciation.
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As a controlled company, we may elect in the future not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock: · our board of directors be composed of a majority of “independent directors,” as defined under the NYSE’s rules; · the compensation of our executive officers be determined, or recommended to our board of directors for determination, by a compensation committee comprised solely of independent directors; and · our director nominees be selected, or recommended for our board of director’s selection, by a nominating and governance committee comprised solely of independent directors. We do not intend to rely on these exemptions at this time but may decide to do so in the future.
As a controlled company under NYSE rules, the company may opt out of requirements for a majority-independent board, independent compensation committee, and independent nominating committee. While not currently relying on these exemptions, the company may do so in the future, reducing governance protections for minority shareholders.
Experts · Experts
Ernst & Young LLP audited the consolidated financial statements for the year ended December 31, 2025.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The consolidated financial statements of Alliance Laundry Holdings Inc. appearing in Alliance Laundry Holdings Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2025, have been audited by Ernst & Young LLP, independent registered public accounting firm
Ernst & Young LLP is identified as the independent registered public accounting firm that audited the company's consolidated financial statements for the year ended December 31, 2025. The audited financials are incorporated by reference from the Form 10-K.
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