Portillo's enters $166.4M synthetic secondary to buy equity from Berkshire Partners and other insiders

Portillo's Inc.

Portillo's to sell 8M shares to public at $20.80 each on March 7, 2023, in a synthetic secondary offering.
Company will use ~$166.4M in net proceeds to purchase LLC units and Class A common stock from selling stockholders, including Berkshire Partners affiliates.
Over-allotment option allows underwriters to purchase up to 15% more shares; Company will buy equivalent equity from sellers.
The transaction reduces selling stockholders' ownership; corresponding Class B shares retired.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.92

Portillo's Inc. entered into Stock Unit and Purchase Agreement with certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein valued at $166.4 million (effective 2023-03-03).

Action: entry
Agreement: equity purchase
Counterparty: certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein
Value: $166.4 million
Effective: 2023-03-03

Exact text from the filing

On March 3, 2023, Portillo’s Inc. (the “Company”) entered into a stock unit and purchase agreement (the “Stock Unit and Purchase Agreement”) with certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein (collectively, the “Selling Stockholders”), pursuant to which the Company agreed to (i) purchase limited liability company units of its subsidiary, PHD Group Holdings, LLC, from certain of the Selling Stockholders and (ii) purchase shares of Class A common stock of the Company from certain Selling Stockholders, in each case, in a private, non-underwritten transaction made in connection with an underwritten “synthetic secondary” public offering by the Company of 8,000,000 shares of its Class A common stock on March 7, 2023 (the “Offering”).

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Source: SEC EDGAR

accession 0001193125-23-066259

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