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Dutch Bros Inc. Announces Pricing of Secondary Public Offering of Class A Common Stock

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Dutch Bros Inc. (BROS) announces pricing of 8,000,000 shares of Class A common stock at $29.05 per share in a public offering by selling stockholders. The offering is expected to close soon.
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Insights

The announcement by Dutch Bros Inc. regarding the pricing of a significant public offering of shares by selling stockholders is a noteworthy event for current and potential investors. The offering of 8,000,000 shares at $29.05 each could indicate a liquidation event for TSG Consumer Partners, which may lead to a dilution of existing shareholders' equity. It is crucial to assess the volume of shares being sold in relation to the total shares outstanding to understand the impact on the stock's liquidity and potential pressure on the share price.

Furthermore, the use of proceeds from such offerings is a key factor in evaluating the potential impact on the company's financial health. In this case, since the selling stockholders are conducting the offering, the capital raised will not directly benefit Dutch Bros' balance sheet. Instead, the transaction may reflect the exit strategy of an early investor, which could be interpreted in various ways depending on the context and timing relative to Dutch Bros’ growth trajectory and market conditions.

From a market perspective, the public offering price set by Dutch Bros aligns with market demand and investor appetite, which is indicative of the company's perceived valuation in the current market environment. The public offering price is a critical data point, as it provides a benchmark for the company's valuation and can influence investor sentiment and future pricing of the stock. It is important to analyze how this price compares to recent trading history and sector averages to gauge market reaction.

It is also essential to consider the timing of the offering and its alignment with broader market trends. For instance, if the offering occurs during a bullish market for the company’s sector, it may be received favorably. Conversely, in a bearish or volatile market, the additional shares could exacerbate downward pressure on the stock. The secondary market's reception of these shares will be a telling indicator of the company's standing among investors.

GRANTS PASS, Ore.--(BUSINESS WIRE)-- Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”) today announced pricing of the previously announced registered underwritten public offering by certain selling stockholders associated with TSG Consumer Partners, L.P. (the “Selling Stockholders”) of 8,000,000 shares of Dutch Bros’ Class A common stock, par value $0.00001 per share (the “Common Stock”) at a public offering price of $29.05 per share. The offering is expected to close on or about March 1, 2024, subject to the satisfaction of customary closing conditions.

Dutch Bros is not offering any shares of Common Stock in this offering and will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders but will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions.

Morgan Stanley is acting as the sole underwriter for the offering.

A shelf registration statement on Form S-3 relating to Dutch Bros’ securities, including the Common Stock, has been filed with the SEC and became effective upon such filing. The offering will be made only by means of a free writing prospectus, a prospectus supplement and an accompanying prospectus. Before you invest, you should read the prospectus supplement, the accompanying prospectus, the documents incorporated by reference therein and any other documents that Dutch Bros may file with the SEC for more complete information about Dutch Bros and the offering. A copy of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement relating to the offering may be obtained, when available, by requesting it from: Morgan Stanley & Co. LLC, 180 Varick St., 2nd Floor, New York, NY 10014.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Dutch Bros Inc.

Dutch Bros Inc. (NYSE: BROS) is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. We believe Dutch Bros is more than just the products we serve—we are dedicated to making a massive difference in the lives of our employees, customers and communities.

Forward-Looking Statements

In addition to historical information, this release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, the intended size and terms of the proposed offering of shares of Common Stock by the Selling Stockholders. These statements are based on Dutch Bros’ current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “intends,” “estimates,” “projected,” “expects,” “should,” “guidance,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, including many of which are outside Dutch Bros’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those related to the satisfaction of customary closing conditions related to the proposed secondary offering and those described under the heading “Risk Factors” in the registration statement on Form S-3 related to the shares of Common Stock filed with the SEC on September 6, 2023, in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 23, 2024 and in our future reports to be filed with the SEC. Forward-looking statements contained in this press release are made as of this date, and Dutch Bros undertakes no duty to update such information except as required under applicable law.

For Investor Relations inquiries:

Raphael Gross

ICR

(203) 682-8253

investors@dutchbros.com

For Media Relations inquiries:

Jessica Liddell

ICR

(203) 682-8208

jessica.liddell@icrinc.com

Source: Dutch Bros Inc.

FAQ

What is the public offering price for Dutch Bros' Class A common stock?

The public offering price for Dutch Bros' Class A common stock is $29.05 per share.

How many shares are being offered in the public offering?

8,000,000 shares of Dutch Bros' Class A common stock are being offered in the public offering.

Who are the selling stockholders associated with the public offering?

The selling stockholders associated with the public offering are certain individuals associated with TSG Consumer Partners, L.P.

When is the expected closing date for the public offering?

The public offering is expected to close soon.

Dutch Bros Inc.

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