Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In connection with the Reorganization Transactions, on July 29, 2026, we issued (i) 219,051,568 shares of Class A common stock and (ii) 84,804,723 shares of Class B common stock to certain of our pre-IPO owners or affiliates thereof. No underwriters were involved in the issuance of these shares of Class A common stock or Class B common stock.
The shares of Class A common stock and Class B common stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.
Initial Public Offering and Use of Proceeds
On July 31, 2026, we completed the offering of 43,478,261 shares of Class A common stock (29,695,652 of which were sold by the selling stockholders) for cash consideration of $21.85 per share (net of underwriting discounts). The shares sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form S-1 (File No. 333-297228) which was declared effective by the SEC on July 29, 2026. As contemplated in the IPO Prospectus, we used the proceeds of approximately $301 million (net of underwriting discounts) from the issuance of 13,782,609 shares of Class A common stock to purchase an equivalent number of newly issued Common Units from Jersey Mike’s Holdings, which Jersey Mike’s Holdings in turn used to repay a portion of the outstanding indebtedness totaling $301 million under the Series 2026-1 Notes, consisting of $46 million in aggregate principal amount of our $250 million Series 2026-1 Notes, and $255 million aggregate principal amount of our $510 million Series 2026-1A Notes, on August 17, 2026. On August 24, 2026 the underwriters exercised their option to purchase 2,572,560 additional shares of Class A common stock at a price of $21.85 per share (net of underwriting discounts). We did not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).
34
Tab le of Contents
Blackstone Securities Partners L.P. (“BXCM”), an affiliate of Blackstone Inc., served as an underwriter of 5,756,352 of the 46,050,821 shares of common stock issued in the IPO (including sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders). BXCM received approximately $7 million of underwriting discounts and commissions. No other payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates.
Morgan Stanley & Co. LLC, Jefferies LLC, and J.P. Morgan Securities LLC acted as global coordinators and joint bookrunning managers for the offering. Barclays Capital Inc. and Guggenheim Securities, LLC acted as co-global coordinators and joint bookrunning managers for the offering. BofA Securities, Inc., Goldman Sachs & Co. LLC, Evercore Group L.L.C., UBS Securities LLC, Robert W. Baird & Co. Incorporated, Wells Fargo Securities, LLC, William Blair & Company, L.L.C, RBC Capital Markets, LLC, Deutsche Bank Securities Inc., Nomura Securities International, Inc., WR Securities, LLC, Piper Sandler & Co., Raymond James & Associates, Inc, Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, BTIG, LLC, Mizuho Securities USA LLC, SG Americas Securities, LLC and Truist Securities, Inc. acted as bookrunning managers, and Blackstone Securities Partners L.P., PJT Partners LP, Rabo Securities USA, Inc., Loop Capital Markets LLC, Tigress Financial Partners LLC, Academy Securities, Inc., Drexel Hamilton, LLC, Penserra Securities LLC, Roberts & Ryan, Inc. and Telsey Advisory Group LLC acted as co-managers for the offering.
There has been no material change in the use of the net proceeds from our IPO as described in our IPO Prospectus.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.