Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Class A common stock began trading on the Nasdaq Global Select Market ("Nasdaq") under the symbol "PTLO" on October 21, 2021, prior to that date, there was no public market for our Class A common stock.
Our Class B common stock is neither listed nor traded on any stock exchange.
Holders of Record
As of March 3, 2022, there were approximately 17 shar eholders of record of our Class A common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or "street name" accounts through brokers. As of March 3, 2022, there w ere 14 sh areholders of record of our Class B common stock.
Dividend Policy
No dividends have been declared or paid on our shares of common stock. We do not anticipate paying any cash dividends on any of our shares of common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our Board may deem relevant.
Securities Authorized for Issuance under Equity Incentive Plans
See Part III, Item 12 "Securities Ownership of Certain Beneficial Owners and Management Related Stockholder Matters" below.
Portillo's Inc. Form 10-K | 30
Stock Performance Graph
The following graph and table illustrate the total return from October 21, 2021 through December 26, 2021 for (i) our Class A common stock, (ii) the Standard and Poor's 500 Index, and (iii) the Standard and Poor’s 500 Restaurants Index, assuming an investment of $100 on October 21, 2021 of Portillo's Inc. stock or on September 30, 2021 in the indices, including the reinvestment of dividends.
10/21/2021 11/1/2021 12/1/2021 12/26/2021
Portillo's Inc. $100.00 $143.51 $127.94 $131.75
S&P 500 100.00 107.01 106.26 111.03
S&P 500 Restaurants 100.00 99.46 99.75 108.31
*$100 invested on 10/21/21 in Portillo's Inc. stock or 9/30/21 in indices, including reinvestment of dividends.
Indices calculated on month-end basis.
Source Data: Research Data Group, Inc.
Portillo's Inc. Form 10-K | 31
Recent Sale of Unregistered Securities
Simultaneously with the consummation of our initial public offering ("IPO") on October 25, 2021, we issued 35,673,321 shares of Class B common stock and an equal amount of LLC Units to the pre-IPO LLC Members (both as defined in the Registration Statement, discussed below). Subsequent to the IPO, we acquired certain affiliates of the pre-IPO LLC Members, by merger, for which we issued 12,496,361 shares of our Class A common stock and canceled 12,496,361 shares of Class B common stock held by those entities. The issuances of the Class B common stock and the Class A common stock described in this paragraph were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
The pre-IPO LLC Members, from time to time following the IPO, may require PHD Group Holdings LLC and its subsidiaries (" Portillo's OpCo") to redeem or exchange all or a portion of their LLC Units for newly-issued shares of Class A common stock on a one-for-one basis (and their shares of Class B common stock will be canceled on a one-for-one basis upon any such issuance).
Use of Proceeds from Registered Securities
O n October 20, 2021, t he Company's registration statement on Form S-1, as amended (Registration No. 333-259810) (the "Registration Statement"), was declared effective by the SEC for the IPO of our Class A common stock. We registered the offering and sale of 23,310,810 shares of the Class A common stock (including 3,040,540 shares sold to the underwriters pursuant to their overallotment option) . On October 25, 2021, the Company completed its IPO of 23,310,810 shares of Class A common Stock, for an aggregate offering price of $466.2 million. The underwriters were Jefferies LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Piper Sandler & Co., Robert W. Baird & Co. Incorporated, UBS Securities LLC, William Blair & Company, L.L.C, Guggenheim Securities, LLC, Stifel, Nicolaus & Company, Incorporated, Loop Capital Markets LLC and Samuel A. Ramirez & Company Inc..
At the closing, we received net proceeds of approximately $430.0 million, after deducting the underwriting discount of approximately $29.1 million and related fees and expense of approximately $7.1 million . The net proceeds and cash on hand were used as follows:
• to repay the redeemable preferred units in full (including the redemption premium) of $221.7 million;
• to repay all of the borrowings outstanding under the Second Lien Credit Agreement (including any prepayment penalties) of $158.1 million ; and
• to purchase LLC Units or shares of Class A common stock from certain pre-IPO LLC members of $57.0 million.
There has been no material change to the use of proceeds as described in the final prospectus filed on October 22, 2021.
Issuer Purchases of Equity Securities
None.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable
Portillo's Inc. Form 10-K | 32
Table of Contents