Dutch Bros Inc. Announces Launch of Secondary Public Offering of Class A Common Stock
21 Marzo 2024 - 2:36PM
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 8,000,000 shares of Common
Stock pursuant to a registration statement on Form S-3 filed with
the Securities and Exchange Commission (the “SEC”). The Selling
Stockholders also intend to grant the underwriter a 30-day option
to purchase up to an additional 1,200,000 shares of Common
Stock.
Substantially concurrently with the consummation of this
offering, the Selling Stockholders expect to distribute in kind
securities convertible into 389,823 shares of Common Stock (or
448,298 shares of Common Stock if the option to purchase additional
shares is exercised in full) 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 a portion
of the costs associated with the sale of such shares, other than
any underwriting discounts and commissions.
Upon completion of this offering, one of the directors 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 only have the right to designate one director to the Dutch
Bros board of directors.
Morgan Stanley is acting as sole underwriter for the proposed
offering.
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: Morgan Stanley & Co.
LLC, 180 Varick St., 2nd Floor, New York, NY 10014.
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 Annual Report on Form 10-K for the year ended December 31,
2023 filed with the SEC on February 23, 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/20240321564234/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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