Portillo’s Inc. Announces Pricing of Public Follow-on Offering of 8,000,000 Shares of Class A Common Stock in “Synthetic Secondary” Transaction
August 11 2022 - 7:50PM
Portillo’s Inc. (“Portillo’s”) (Nasdaq: PTLO), the fast-casual
restaurant concept known for its menu of Chicago-style favorites,
today announced the pricing of an underwritten public offering of
8,000,000 shares of its Class A common stock at a price to the
public of $23.75 per share. The underwriters have a 30-day option
to purchase up to an additional 1,200,000 shares of its Class A
common stock at the public offering price, less underwriting
discounts and commissions.
The pre- and post-offering share counts for Portillo’s Class A
common stock and Class B common stock are listed below:
Pre-Offering |
Post-Offering (No Option Exercise) |
Post-Offering (Full Option Exercise) |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
36,218,355 |
35,673,321 |
42,111,955 |
29,779,721 |
42,995,996 |
28,895,680 |
Total |
Total |
Total |
71,891,676 |
71,891,676 |
71,891,676 |
The offering is expected to close on August 16,
2022, subject to the satisfaction of customary closing
conditions.
Portillo’s expects to use the net proceeds from
the proposed offering to (a) purchase LLC Units of PHD Group
Holdings LLC held by existing holders, and (b) purchase shares of
Class A common stock from certain existing holders, each in a
“synthetic secondary” transaction. As a result, Portillo’s will not
receive any proceeds from this offering. Upon close of the
transaction, the total number of shares of Class A common stock and
Class B common stock will remain the same; however, the amount of
shares of Class A common stock will increase by the same amount of
the decrease in the number of shares of Class B common stock.
Jefferies, Morgan Stanley, BofA Securities and
Piper Sandler are acting as lead joint book-running managers and
representatives for the proposed offering. Baird, UBS Investment
Bank and William Blair are also acting as lead book-running
managers for the proposed offering. Guggenheim Securities, Stifel,
Loop Capital Markets and Ramirez & Co., Inc. are acting as
co-managers for the proposed offering.
The offering is being made only by means of a
prospectus. When available, a copy of the final prospectus may be
obtained from the Securities and Exchange Commission (“SEC”) at
www.sec.gov, and copies of the final prospectus may be obtained
from: Jefferies LLC, Attn: Equity Syndicate Prospectus Department,
520 Madison Avenue, New York, NY 10022, by telephone at (877)
821-7388, or by email at prospectus_department@jefferies.com;
Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180
Varick Street, New York, NY 10014; BofA Securities, Attn:
Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte NC 28255-0001, or by email at
dg.prospectus_requests@bofa.com; or Piper Sandler & Co.,
Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN
55402, by telephone at (800) 747-3924, or by email at
prospectus@psc.com.
A registration statement relating to these
securities has been filed with, and declared effective by, the SEC.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall 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 Portillo’s In 1963, Dick
Portillo invested $1,100 into a small trailer to open the first
Portillo’s hot dog stand in Villa Park, IL, which he called “The
Dog House.” Since, Portillo’s has grown to include 71 restaurants
across nine states. Portillo’s is best known for its Chicago-style
hot dogs, Italian beef sandwiches, char-grilled burgers, fresh
salads and famous chocolate cake. Portillo’s Home Kitchen is the
company’s fast-growing catering business. Portillo’s also ships
food to all 50 states via its website.
Investor Contact:Barbara
NoveriniInvestors@portillos.com
Media Contact:ICR,
Inc.PortillosPR@icrinc.com
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