UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement |
The Underwriting Agreement
Portillo’s Inc. (the “Company”) consummated an underwritten “synthetic secondary” public offering by the Company of 8,000,000 shares of its Class A common stock on March 10, 2023 (the “Offering”). In connection with the Offering, on March 7, 2023, the Company and PHD Group Holdings, LLC entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as the underwriter (the “Underwriter”) for the purchase and sale of 8,000,000 shares of the Company’s Class A common stock. The Company granted the Underwriter a 30-day option to purchase up to an additional 1,200,000 shares of Class A common stock.
The Offering was made pursuant to an effective Registration Statement on Form S-3ASR (File No. 333-268340) filed by the Company with the Securities and Exchange Commission on November 14, 2022.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company and the Underwriter against certain liabilities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated March 7, 2023, by and among Portillo’s Inc., PHD Group Holdings, LLC and Morgan Stanley & Co. LLC. | |
| 5.1 | Opinion of Weil, Gotshal & Manges LLP | |
| 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 10, 2023