Monitor the final IPO pricing and allocation. The substantial debt paydown improves the balance sheet but the Up-C structure and Tax Receivable Agreement create ongoing cash obligations. Post-IPO, watch for any insider selling by Oaktree or management, and track execution against the $2.9 billion backlog.
Executive Summary
ITG, Inc. filed Amendment No. 1 to its S-1 registration statement for an IPO of 19,512,196 shares of Class A common stock, with an estimated price range of $19.00-$22.00 per share. The company is a provider of mission-critical services to digital and utility infrastructure industries. Net proceeds of approximately $361.0 million (at the $20.50 midpoint) will be used to repay $120.0 million of revolving credit facility borrowings and $241.0 million of term loan facility borrowings, with the remainder for general corporate purposes. The filing updates pricing terms and share counts from the prior S-1 filed 17 days ago.
Key Financial Metrics
Key Facts
- Offering 19,512,196 shares of Class A common stock at an estimated price range of $19.00-$22.00 per share.
- Net proceeds of ~$361.0 million (at $20.50 midpoint) to repay $120.0 million of revolving credit facility and $241.0 million of term loan facility borrowings.
- Selling stockholder Oaktree Blocked Fund offering 758,194 shares; underwriters have option to purchase an additional 2,926,829 shares.
- Company will operate under an Up-C structure; post-IPO, Continuing Equity Owners will hold ~83.90% voting power, making it a controlled company.
- Revenue for FY2025 was $1.155 billion, net income was $6.2 million, and Adjusted EBITDA was $148.3 million.
- Top two customers (Comcast and Charter) accounted for 60% of FY2025 revenue.
- Total Backlog as of Dec 31, 2025 was $2.9 billion, with $1.3 billion expected within 12 months.
- Tax Receivable Agreement requires substantial future payments; estimated ~$346.2 million over 15 years assuming all exchanges occur immediately post-IPO.
- As of March 31, 2026, total indebtedness was $807.3 million; pro forma as-adjusted total indebtedness after offering is $446.3 million.
- Company has applied to list on Nasdaq under ticker 'ITG'.
Financial Impact
Net proceeds of ~$361.0 million (at $20.50 midpoint) used to repay $361.0 million of debt, reducing total indebtedness from $807.3 million to $446.3 million.
Risk Factors
- Customer concentration: top two customers represent 60% of revenue.
- Substantial debt ($446.3M pro forma) and restrictive covenants.
- Significant future cash obligations under Tax Receivable Agreement (~$346.2M estimated).
- Controlled company structure limits minority shareholder influence.
- Backlog subject to cancellation and may not convert to revenue.
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001193125-26-276672 |
| Document: d103576dex1022.htm | 0001193125-26-276672 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 3d ago | 8-K | $5.40 | awaiting T+60 | — | $5.17 (−4.26%) |
Oct 22, 2026 3d ago | Press Release | $5.13 | awaiting T+60 | — | $5.17 (+0.78%) |
Oct 20, 2026 6d ago | Press Release | $5.10 | awaiting T+60 | — | $5.17 (+1.37%) |
Jul 2, 2026 16w ago | Press Release | $15.46 $7.07 | ▼ −54.30% | ▼ −57.87% | $5.17 (−66.56%) |
Jul 1, 2026 16w ago | 3 | $15.46 $10.43 | ▼ −32.54% | ▼ −35.54% | $5.17 (−66.56%) |
Jul 1, 2026 16w ago | 3 | $15.46 $10.43 | ▼ −32.54% | ▼ −35.54% | $5.17 (−66.56%) |
Jul 1, 2026 16w ago | 3 | $15.46 $10.43 | ▼ −32.54% | ▼ −35.54% | $5.17 (−66.56%) |
Jul 1, 2026 16w ago | EFFECT | $17.71 $10.43 | ▼ −41.11% | ▼ −44.06% | $5.17 (−70.81%) |
Jun 26, 2026 17w ago | S-1/A | — | awaiting T+60 | — | — |
Jun 22, 2026 18w ago | S-1/A | — | awaiting T+60 | — | — |
US Market Status
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