1 unchanged sentence
Market Information
−Removed: 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.
+Added: Our Class A common stock is traded on the Nasdaq Global Select Market ("Nasdaq") under the symbol "PTLO."
Our Class B common stock is neither listed nor traded on any stock exchange.
Holders of Record
−Removed: As of March 3, 2022, there were approximately 17 shar eholders of record of our Class A common stock.
+Added: As of February 23, 2023, there were approximately 30 shareholders 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.
−Removed: As of March 3, 2022, there w ere 14 sh areholders of record of our Class B common stock.
+Added: As of February 23, 2023, there were 14 shareholders of record of our Class B common stock.
Dividend Policy
3 unchanged sentences
Securities Authorized for Issuance under Equity Incentive Plans
−Removed: See Part III, Item 12 "Securities Ownership of Certain Beneficial Owners and Management Related Stockholder Matters" below.
+Added: See Part III, Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" below.
Portillo's Inc.
14 unchanged sentences
Form 10-K | 30
−Removed: Recent Sale of Unregistered Securities
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: 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).
−Removed: Use of Proceeds from Registered Securities
−Removed: O n October 20, 2021, t he Company's registration statement on Form S-1, as amended (Registration No.
−Removed: 333-259810) (the "Registration Statement"), was declared effective by the SEC for the IPO of our Class A common stock.
−Removed: 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) .
−Removed: 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.
−Removed: The underwriters were Jefferies LLC, Morgan Stanley & Co.
−Removed: LLC, BofA Securities, Inc., Piper Sandler & Co., Robert W.
−Removed: Incorporated, UBS Securities LLC, William Blair & Company, L.L.C, Guggenheim Securities, LLC, Stifel, Nicolaus & Company, Incorporated, Loop Capital Markets LLC and Samuel A.
−Removed: Ramirez & Company Inc..
−Removed: 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 .
−Removed: The net proceeds and cash on hand were used as follows:
−Removed: • to repay the redeemable preferred units in full (including the redemption premium) of $221.7 million;
−Removed: • to repay all of the borrowings outstanding under the Second Lien Credit Agreement (including any prepayment penalties) of $158.1 million ;
−Removed: • to purchase LLC Units or shares of Class A common stock from certain pre-IPO LLC members of $57.0 million.
−Removed: There has been no material change to the use of proceeds as described in the final prospectus filed on October 22, 2021.
+Added: Recent Sale of Unregistered Securities and Use of Proceeds from Registered Securities
+Added: In the third quarter of 2022, the Company completed a secondary offering of 8,066,458 shares of the Company's Class A common stock at an offering price of $23.75 per share ("Q3 Secondary Offering").
+Added: We used all of the net proceeds from the Q3 Secondary Offering to purchase LLC Units from certain pre-IPO LLC Members and to repurchase shares of Class A common stock from the shareholders of the Blocker Companies at a price per LLC Unit or share of Class A common stock, as applicable, equal to the public offering price per share of Class A common stock, less the underwriting discounts and commissions.
+Added: The proceeds from the Q3 Secondary Offering were used to (i) purchase (i) 2,123,899 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 5,942,559 LLC Units, in each case, held by certain pre-IPO LLC Members.
+Added: In connection with the redemption, 5,942,559 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,942,559 newly-issued LLC Units, increasing the Company's total ownership interest in Portillo's OpCo.
+Added: As a result, Portillo's did not receive any proceeds from the offering, and the total number of shares of Class A common stock and Class B common stock did not change;
+Added: however, the number of outstanding shares of Class A common stock increased by the same number of the canceled shares of Class B common stock.
+Added: In the fourth quarter of 2022, the Company completed a secondary offering of 8,000,000 shares of the Company's Class A common stock at an offering price of $22.69 per share ("Q4 Secondary Offering").
+Added: We used all of the net proceeds from the Q4 Secondary Offering to purchase LLC Units from certain pre-IPO LLC Members and to repurchase shares of Class A common stock from the shareholders of the Blocker Companies at a price per LLC Unit or share of Class A common stock, as applicable.
+Added: The proceeds from the Q4 Secondary Offering were used to (i) purchase 2,106,400 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 5,893,000 LLC Units, in each case, held by the pre-IPO LLC Members.
+Added: In connection with the redemption, 5,893,000 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,893,000 newly-issued LLC Units, increasing the Company's total ownership interest in Portillo's OpCo.
+Added: As a result, Portillo's did not receive any proceeds from the offering, and the total number of shares of Class A common stock and Class B common stock did not change;
+Added: however, the number of outstanding shares of Class A common stock increased by the same number of the canceled shares of Class B common stock.
Issuer Purchases of Equity Securities
−Removed: SELECTED FINANCIAL DATA
−Removed: Not Applicable
+Added: Not required.
Portillo's Inc.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.