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 pricing of its previously announced
underwritten public offering of 8,000,000 shares of Portillo’s
Class A common stock (“Class A common stock”). The offering is
expected to result in gross proceeds to the Company (before
expenses and underwriter discounts and commissions) of
approximately $116 million (assuming the underwriters do not
exercise their option to purchase additional shares). The offering
is expected to close on March 4, 2024, subject to customary closing
conditions.
The underwriter has a 30-day option to purchase
up to an additional 1,200,000 shares of Class A common stock at the
public offering price, less underwriting discounts and
commissions.
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.
BofA Securities is acting as the sole
underwriter of the offering.
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’sIn 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 StatementsThis 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
NoveriniInvestors@portillos.com
Media Contact:ICR,
Inc.PortillosPR@icrinc.com
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