Dutch Bros Inc. Announces Launch of Secondary Public Offering of Class A Common Stock
11 June 2024 - 6:54AM
Business Wire
Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”)
today announced commencement of a registered underwritten public
offering of its Class A common stock, par value $0.00001 per share
(the “Common Stock”), by certain selling stockholders associated
with TSG Consumer Partners, L.P. (the “Selling Stockholders”). The
Selling Stockholders intend to offer 8,762,700 shares of Common
Stock pursuant to a registration statement on Form S-3 filed with
the Securities and Exchange Commission (the “SEC”).
Substantially concurrently with the consummation of this
offering, the Selling Stockholders expect to distribute in kind
securities convertible into 723,813 shares of Common Stock to
certain of their indirect members who have elected to maintain
their existing interests and to not participate in this offering.
The shares distributed in kind will be subject to the lock-up
restrictions described in the section titled “Underwriting” in the
prospectus supplement. The offering is not conditioned upon the
completion of distribution in kind.
Dutch Bros is not offering any shares of Common Stock in this
offering and will not receive any proceeds from the sale of shares
of Common Stock by the Selling Stockholders but will bear the costs
associated with the sale of such shares, other than any
underwriting discounts and commissions.
Upon completion of this offering, Sean Sullivan, the remaining
director nominated by the selling stockholders, is expected to
resign from the Dutch Bros board of directors, and pursuant to the
stockholders agreement that Dutch Bros previously entered with the
certain affiliates of our co-founder and the selling stockholders
and Dutch Bros’ amended and restated certificate of incorporation,
the selling stockholders will no longer have the right to designate
a director to the Dutch Bros board of directors and the
stockholders agreement will be terminated.
Additionally, upon completion of this offering, the aggregate
number of outstanding shares of Dutch Bros’ Class C common stock
and Class D common stock will collectively represent less than 5%
of the aggregate number of the outstanding shares of all classes
common stock of Dutch Bros and therefore, pursuant to the Dutch
Bros’ amended and restated certificate of incorporation, the number
of votes per share of the remaining outstanding shares of Dutch
Bros’ Class C common stock will be reduced to one vote per share on
a future date to be fixed by the Dutch Bros board of directors and
the remaining outstanding shares of Dutch Bros’ Class D common
stock immediately prior to the closing of this offering will
convert into an equal number of shares of Common Stock upon the
closing of this offering.
BofA Securities and Jefferies are acting as joint book-running
managers for the proposed offering. The underwriters may offer the
shares of Common Stock from time to time for sale in one or more
transactions on the New York Stock Exchange, 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, subject to the underwriters’ right to reject any order in
whole or in part.
A shelf registration statement on Form S-3 relating to Dutch
Bros’ securities, including the Common Stock, has been filed with
the SEC and became effective upon such filing. The proposed
offering will be made only by means of a free writing prospectus, a
prospectus supplement and an accompanying prospectus. Before you
invest, you should read the prospectus supplement, the accompanying
prospectus, the documents incorporated by reference therein and any
other documents that Dutch Bros may file with the SEC for more
complete information about Dutch Bros and the proposed offering. A
copy of the prospectus supplement and the accompanying prospectus
relating to the offering may be obtained, when available, by
visiting the SEC’s website at www.sec.gov. Alternatively, copies of
the prospectus supplement relating to the offering may be obtained,
when available, by requesting it from: BofA Securities,
NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001,
Attention: Prospectus Department, or by email at
dg.prospectus_requests@bofa.com; or Jefferies LLC, Attention:
Equity Syndicate Prospectus Department, 520 Madison Avenue, New
York, New York 10022, by telephone at 877-821-7388, or by email at
prospectus_department@jefferies.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any offer or sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
About Dutch Bros Inc.
Dutch Bros Inc. (NYSE: BROS) is a high growth operator and
franchisor of drive-thru shops that focus on serving high QUALITY,
hand-crafted beverages with unparalleled SPEED and superior
SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch
Bros began with a double-head espresso machine and a pushcart in
Grants Pass, Oregon. While espresso-based beverages are still at
the core of what we do, Dutch Bros now offers a wide variety of
unique, customizable cold and hot beverages that delight a broad
array of customers. We believe Dutch Bros is more than just the
products we serve—we are dedicated to making a massive difference
in the lives of our employees, customers and communities.
Forward-Looking Statements
In addition to historical information, this release contains a
number of “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, the intended size and terms
of the proposed offering of shares of Common Stock by the Selling
Stockholders. These statements are based on Dutch Bros’ current
expectations and beliefs, as well as a number of assumptions
concerning future events. When used in this press release, the
words “intends,” “estimates,” “projected,” “expects,” “should,”
“guidance,” and variations of these words or similar expressions
(or the negative versions of such words or expressions) are
intended to identify forward-looking statements. Such
forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other important factors, including
many of which are outside Dutch Bros’ control that could cause
actual results to differ materially from the results discussed in
the forward-looking statements, including those related to market
conditions, the size of the proposed secondary offering,
termination of the proposed secondary offering before closing, the
satisfaction of customary closing conditions related to the
proposed secondary offering and those described under the heading
“Risk Factors” in the registration statement on Form S-3 related to
the shares of Common Stock filed with the SEC on September 6, 2023,
in our Quarterly Report on Form 10-Q for the three months ended
March 31, 2024 filed with the SEC on May 8, 2024 and in our future
reports to be filed with the SEC. Forward-looking statements
contained in this press release are made as of this date, and Dutch
Bros undertakes no duty to update such information except as
required under applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240610424334/en/
For Investor Relations inquiries: Raphael Gross ICR (203)
682-8253 investors@dutchbros.com
For Media Relations inquiries: Jessica Liddell ICR (203)
682-8208 jessica.liddell@icrinc.com
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