UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01 | Entry into a Material Definitive Agreement |
Stock Unit and Purchase Agreement
On March 3, 2023, Portillo’s Inc. (the “Company”) entered into a stock unit and purchase agreement (the “Stock Unit and Purchase Agreement”) with certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein (collectively, the “Selling Stockholders”), pursuant to which the Company agreed to (i) purchase limited liability company units of its subsidiary, PHD Group Holdings, LLC, from certain of the Selling Stockholders and (ii) purchase shares of Class A common stock of the Company from certain Selling Stockholders, in each case, in a private, non-underwritten transaction made in connection with an underwritten “synthetic secondary” public offering by the Company of 8,000,000 shares of its Class A common stock on March 7, 2023 (the “Offering”). The price per share of Class A common stock or limited liability company units, as the case may be, paid by the Company was $20.80, which is the price at which the underwriter purchased shares from the Company in the Offering for an aggregate purchase price of approximately $166.4 million.
The description of the Stock Unit Purchase Agreement in this report is qualified in its entirety by reference to the full text of the Stock Unit Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Stock Unit and Purchase Agreement, dated March 3, 2023, by and among Portillo’s Inc. and the parties named therein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PORTILLO’S INC. | ||
| By: | /s/ Michelle Hook | |
| Name: | Michelle Hook | |
| Title: | Chief Financial Officer | |
Date: March 9, 2023