Csquare IPO and Brookfield Governance Agreements Finalized

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An announcement from Csquare, Inc. ( (CSQR) ) is now available.

On July 15, 2026, Csquare entered an underwriting agreement with Morgan Stanley and TD Securities for its initial public offering of common stock. The company agreed to sell 50,000,000 shares at a public offering price of $21.00 per share and granted the underwriters a 30‑day option to purchase up to an additional 7,500,000 shares at the same price.

The sale of the 50,000,000 shares closed on July 17, 2026, generating net proceeds of $1,010.0 million for Csquare after underwriting discounts and commissions. The agreement included customary representations, covenants, indemnification of the underwriters for certain Securities Act liabilities, and acknowledged that the underwriters and affiliates have provided and may continue to provide investment banking services.

On July 17, 2026, Csquare also entered a registration rights agreement with Brookfield‑managed entities, granting them extensive demand, shelf, and piggyback registration rights for public resale of common stock. These rights include the ability to request underwritten offerings and block trades, with all registration expenses borne by the company, and are subject to customary blackout periods, offering size thresholds, and underwriter‑driven limitations.

For so long as Brookfield and its affiliates beneficially own at least 20% of Csquare’s outstanding common stock, the company is restricted from granting registration rights to any other party without Brookfield’s prior consent. On the same date, Csquare entered a stockholders agreement with Brookfield that entitles Brookfield to nominate a proportionate number of directors, up to a board majority if it owns more than 50% of the common stock.

The stockholders agreement ensures that vacancies in Brookfield‑nominated board seats are filled exclusively by Brookfield designees while it maintains at least a 5% stake, and it grants Brookfield information rights as long as it owns at least 3%. The agreement also requires Csquare’s charter to include a waiver of certain corporate opportunities in favor of Brookfield and restricts the company from undertaking specified significant actions without Brookfield’s consent while Brookfield holds at least 20% of the stock.

In connection with the IPO on July 15, 2026, Csquare amended and restated its certificate of incorporation and bylaws, updating its corporate governance framework as previously described in its registration materials. These changes, together with the Brookfield agreements, solidify Brookfield’s ongoing governance and economic influence over the company following its public listing.