PTLO - Portillo's Inc. Announces Offering of Class A Common Stock in Synthetic Secondary Transaction | Benzinga
CHICAGO, Feb. 28, 2024 (GLOBE NEWSWIRE) -- 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 ...