Portillo’s Inc. (“Portillo’s” or the “Company”) (Nasdaq: PTLO), the
fast-casual restaurant concept known for its menu of Chicago-style
favorites, today announced the launch of an underwritten public
offering of 8,000,000 shares of Portillo’s Class A common stock
(“Class A common stock”). The underwriter has a 30-day option to
purchase up to an additional 1,200,000 shares of its Class A common
stock.
The proposed offering is considered non-dilutive,
as Portillo’s expects to use the net proceeds to (a) purchase
limited liability company units of PHD Group Holdings LLC held by
certain existing holders (and cancel the associated shares of the
Company’s Class B common stock (the “Class B common stock”)) and
(b) repurchase 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 Company’s total common stock share
count, comprised of shares of Class A 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. After this offering,
it is expected that approximately 61,554,064 shares of Class A
common stock and 11,579,326 shares of Class B common stock will be
outstanding (or, if the underwriters’ over-allotment option is
exercised in full, 62,438,104 shares of Class A common stock and
10,695,286 shares of Class B common stock).
BofA Securities is acting as the sole underwriter
of the offering.
The underwriter proposes to offer the shares of
Class A common stock from time to time for sale in one or more
transactions on the Nasdaq, in the over-the-counter market, through
negotiated transactions or otherwise at market prices prevailing at
the time of sale, at prices related to prevailing market prices or
at negotiated prices.
The offering is being made pursuant to an effective
shelf registration statement (including a prospectus) filed by
Portillo’s with the Securities and Exchange Commission (“SEC”) to
which this communication relates. Before you invest, you should
read the prospectus in the shelf registration statement and other
documents the Company has filed with the SEC for more complete
information about the Company and the offering. The offering will
be made only by means of a free writing prospectus, the prospectus
and the related prospectus supplement. A copy of the free writing
prospectus, the prospectus and the related prospectus supplement
relating to the offering may be obtained, when available, by
visiting the SEC’s website at www.sec.gov. Copies of the free
writing prospectus, the prospectus and the related prospectus
supplement for the offering may also be obtained, when available,
by contacting BofA Securities, NC1-022-02-25, 201 North Tryon
Street, Charlotte, NC 28255-0001, Attn: Prospectus Department,
Email: dg.prospectus_requests@bofa.com.
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 (NASDAQ:
PTLO) has grown to include more than 80 restaurants across 10
states. Portillo’s is best known for its Chicago-style hot dogs,
Italian beef sandwiches, char-grilled burgers, fresh salads and
famous chocolate cake. Download the Portillo’s App for iOS or
Android or visit the Portillo’s website to order ahead and get the
best dill on these bun-believably delicious Chicago-style favorites
and more. Portillo’s also ships food to all 50 states via its
website.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements, within the meaning of the Private Securities Litigation
Reform Act of 1995 (“PSLRA”). All statements other than statements
of historical fact are forward-looking statements. Forward-looking
statements discuss our current expectations and projections
relating to our financial position, results of operations, plans,
objectives, future performance and business, and are based on
currently available operating, financial and competitive
information which are subject to various risks and uncertainties,
so you should not place undue reliance on forward-looking
statements. You can identify forward-looking statements by the fact
that they do not relate strictly to historical or current facts.
These statements may include words such as “aim,” “anticipate,”
“believe,” “commit,” “estimate,” “expect,” “forecast,” “outlook,”
“potential,” “project,” “projection,” “plan,” “pursue,” “intend,”
“seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can
have,” “likely,” the negatives thereof and other similar
expressions.
Forward-looking statements are based on our current
expectations and assumptions regarding our business, the economy
and other future conditions. Because forward-looking statements
relate to the future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. As a result, our actual results may differ
materially from those contemplated by the forward-looking
statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include regional, national or global political, economic, business,
competitive, market and regulatory conditions and our ability to
maintain our lower interest expense, expand our store footprint,
execute our strategy and achieve our goals, among the other risks
identified in our most recent Annual Report on Form 10-K and
subsequent filings with the SEC, which filings are available on the
SEC’s website at www.sec.gov.
The forward-looking statements in this press
release are expressly qualified in their entirety by these
cautionary statements and are made only as of the date hereof.
Portillo’s undertakes no obligation to publicly update or revise
any forward-looking statement as a result of new information,
future events or otherwise, except as otherwise required by
law.
Investor Contact:
Barbara Noverini Investors@portillos.com
Media Contact:
ICR, Inc. PortillosPR@icrinc.com
Portillos (NASDAQ:PTLO)
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