Today, Dutch Bros Inc. has announced the beginning of a registered underwritten public offering of its Class A common stock, with a par value of $0.00001 per share (referred to as the “Common Stock”), by certain selling stockholders affiliated with TSG Consumer Partners, L.P. (the “Selling Stockholders”). The Selling Stockholders plan to offer 8,762,700 shares of Common Stock as per a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”).
Simultaneously, the Selling Stockholders anticipate distributing securities convertible into 723,813 shares of Common Stock to certain indirect members who have chosen to retain their current interests and not participate in this offering. These distributed shares will be subject to lock-up restrictions detailed in the prospectus supplement under the section titled “Underwriting.” The offering is not contingent upon the completion of this distribution.
Dutch Bros is not offering any shares of Common Stock in this offering and will not receive proceeds from the sale. However, Dutch Bros will incur the costs associated with the sale, excluding underwriting discounts and commissions.
Following the offering’s completion, Sean Sullivan, the remaining director nominated by the selling stockholders, is expected to resign from the Dutch Bros board of directors. Consequently, the selling stockholders will lose the right to designate a director, and the stockholders agreement will terminate as per Dutch Bros’ previous agreements.
Additionally, after this offering, the total outstanding shares of Dutch Bros’ Class C common stock and Class D common stock will collectively represent less than 5% of all outstanding shares. Per Dutch Bros’ amended and restated certificate of incorporation, the voting rights per share of the remaining outstanding Class C common stock will be reduced to one vote per share at a future date determined by the Dutch Bros board of directors. The remaining outstanding Class D common stock will convert into an equal number of shares of Common Stock upon the offering’s closing.
BofA Securities and Jefferies are acting as joint book-running managers for the offering. The underwriters may sell the Common Stock in one or more transactions on the New York Stock Exchange, over-the-counter market, through negotiated transactions, or otherwise, at prevailing market prices.
A shelf registration statement on Form S-3 has been filed with the SEC relating to Dutch Bros’ securities, including the Common Stock. The offering will be conducted through a free writing prospectus, a prospectus supplement, and an accompanying prospectus. Potential investors are advised to read these documents along with any other filings with the SEC for comprehensive information about Dutch Bros and the offering.
For more information, a copy of the prospectus supplement and accompanying prospectus can be obtained from the SEC’s website at www.sec.gov. Alternatively, requests can be made to BofA Securities or Jefferies LLC.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities. The offer and sale of these securities will be conducted in compliance with applicable securities laws.
