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First Watch Restaurant Group, Inc. Announces Pricing of Secondary Offering of Common Stock

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First Watch Restaurant Group (NASDAQ: FWRG) has announced the pricing of a secondary offering of 8,000,000 shares of common stock at $19.95 per share. The offering is being conducted by certain funds managed by Advent International, L.P., who will receive all proceeds. Goldman Sachs & Co. is acting as the sole underwriter. The underwriter has a 30-day option to purchase up to an additional 1,200,000 shares. The offering is expected to close on November 13, 2024. FWRG will not receive any proceeds from this transaction as it is not selling any shares in the offering.

First Watch Restaurant Group (NASDAQ: FWRG) ha annunciato il prezzo di un'offerta secondaria di 8.000.000 azioni di azioni ordinarie a 19,95 dollari per azione. L'offerta è gestita da alcuni fondi amministrati da Advent International, L.P., che riceveranno tutti i proventi. Goldman Sachs & Co. agisce come unico sottoscrittore. Il sottoscrittore ha un'opzione di 30 giorni per acquistare fino a ulteriori 1.200.000 azioni. Si prevede che l'offerta si chiuderà il 13 novembre 2024. FWRG non riceverà alcun provento da questa transazione in quanto non sta vendendo alcuna azione nell'offerta.

First Watch Restaurant Group (NASDAQ: FWRG) ha anunciado el precio de una oferta secundaria de 8,000,000 acciones de acciones ordinarias a $19.95 por acción. La oferta está siendo realizada por ciertos fondos administrados por Advent International, L.P., quienes recibirán todos los ingresos. Goldman Sachs & Co. actúa como el único suscriptor. El suscriptor tiene una opción de 30 días para comprar hasta 1,200,000 acciones adicionales. Se espera que la oferta se cierre el 13 de noviembre de 2024. FWRG no recibirá ningún ingreso de esta transacción ya que no está vendiendo ninguna acción en la oferta.

퍼스트 워치 레스토랑 그룹 (NASDAQ: FWRG)이 8,000,000 주의 보통주를 주당 19.95달러의 가격으로 배정한다고 발표했습니다. 이 제안은 Advent International, L.P.에서 관리하는 일부 펀드에 의해 진행되며, 이들은 모든 수익을 받게 됩니다. 골드만 삭스 & Co.가 독점 인수자로 활동하고 있습니다. 인수자는 추가로 1,200,000 주를 구매할 수 있는 30일 옵션을 가지고 있습니다. 이번 제안은 2024년 11월 13일에 마감될 예정입니다. FWRG는 이번 거래로 인해 수익을 받지 않으며, 제안에서 주식을 판매하지 않습니다.

First Watch Restaurant Group (NASDAQ: FWRG) a annoncé le prix d'une offre secondaire de 8 000 000 actions ordinaires à 19,95 $ par action. L'offre est réalisée par certains fonds gérés par Advent International, L.P., qui recevront tous les produits. Goldman Sachs & Co. agit en tant que seul souscripteur. Le souscripteur a une option de 30 jours pour acheter jusqu'à 1 200 000 actions supplémentaires. On s'attend à ce que l'offre se termine le 13 novembre 2024. FWRG ne recevra aucun produit de cette transaction car il ne vend aucune action dans l'offre.

First Watch Restaurant Group (NASDAQ: FWRG) hat die Preisgestaltung einer sekundären Angebots von 8.000.000 Aktien von Stammaktien zu einem Preis von 19,95 $ pro Aktie bekannt gegeben. Das Angebot wird von bestimmten Fonds durchgeführt, die von Advent International, L.P. verwaltet werden, die alle Erlöse erhalten werden. Goldman Sachs & Co. fungiert als alleiniger Underwriter. Der Underwriter hat eine 30-tägige Option, bis zu 1.200.000 Aktien zusätzlich zu erwerben. Das Angebot wird voraussichtlich am 13. November 2024 abgeschlossen. FWRG wird aus dieser Transaktion keine Erlöse erhalten, da es keine Aktien im Angebot verkauft.

Positive
  • None.
Negative
  • Significant shareholder selling pressure with 8 million shares being sold
  • Additional dilution risk from 1.2M share overallotment option
  • No proceeds benefiting the company as it's a secondary offering

Insights

This secondary offering marks a significant move by Advent International to reduce their stake in FWRG, pricing 8 million shares at $19.95 per share, potentially raising $159.6 million. The additional 1.2 million share option could bring the total to $183.5 million if exercised.

The pricing represents a modest discount to recent trading levels, which is typical for secondary offerings of this size. While this transaction doesn't directly impact FWRG's capital structure or operations since no new shares are being issued, the increased float could improve trading liquidity. However, investors should note that large insider sales can sometimes pressure stock prices in the short term.

The timing suggests Advent sees this as an opportune moment to begin reducing their position, likely capitalizing on FWRG's strong performance in the restaurant sector. This move could signal a gradual transition in ownership structure, though Advent will remain a significant stakeholder post-offering.

BRADENTON, Fla., Nov. 12, 2024 (GLOBE NEWSWIRE) -- First Watch Restaurant Group, Inc. (“FWRG” or the “Company”) (NASDAQ: FWRG), the leading Daytime Dining concept serving breakfast, brunch and lunch, today announced the pricing of its previously announced underwritten secondary offering (the “Offering”) by certain funds managed by Advent International, L.P. (the “Selling Stockholders”) of 8,000,000 shares of the Company’s common stock (“Common Stock”). The shares have been offered at a price to the public of $19.95 per share. The Offering is expected to close on November 13, 2024, subject to customary closing conditions.

The underwriter has a 30-day option to purchase up to an additional 1,200,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions.

The Selling Stockholders will receive all of the proceeds from the Offering. The Company is not selling any shares of Common Stock in the Offering and will not receive any proceeds from the Offering.

Goldman Sachs & Co. LLC is acting as the sole underwriter of the Offering.

The Offering is being made pursuant to an effective shelf registration statement (including a prospectus) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) to which this communication relates. Before you invest, you should read the prospectus in the shelf registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. The Offering will be made only by means of a free writing prospectus, a prospectus and a related prospectus supplement relating to the Offering, copies of which may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com. A copy of the free writing prospectus, the prospectus and the related prospectus supplement relating to the Offering may also be obtained free of charge by visiting EDGAR on the SEC’s website at www.sec.gov.

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

Cautionary Note Concerning Forward Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to any historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “outlook,” “potential,” “project,” “projection,” “plan,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other similar expressions. You should evaluate all forward looking statements made in this press release in the context of the risks and uncertainties disclosed herein, in our Annual Report on Form 10-K as of and for the year ended December 31, 2023, including under Part I. Item 1A. “Risk Factors” and Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our other filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.firstwatch.com/financial-information/sec-filings. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: uncertainty regarding the Russia and Ukraine war, Israel-Hamas war and the related impact on macroeconomic conditions, including inflation, as a result of such conflicts or other related events; our vulnerability to changes in economic conditions and consumer preferences; our inability to successfully open new restaurants or establish new markets; our inability to effectively manage our growth; potential negative impacts on sales at our and our franchisees’ restaurants as a result of our opening new restaurants; a decline in visitors to any of the retail centers, lifestyle centers, or entertainment centers where our restaurants are located; lower than expected same-restaurant sales growth; unsuccessful marketing programs and limited time new offerings; changes in the cost of food; unprofitability or closure of new restaurants or lower than previously experienced performance in existing restaurants; our inability to compete effectively for customers; unsuccessful financial performance of our franchisees; our limited control over our franchisees’ operations; our inability to maintain good relationships with our franchisees; conflicts of interest with our franchisees; the geographic concentration of our system-wide restaurant base in the southeast portion of the United States; damage to our reputation and negative publicity; our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media; our limited number of suppliers and distributors for several of our frequently used ingredients and shortages or disruptions in the supply or delivery of such ingredients; information technology system failures or breaches of our network security; our failure to comply with federal and state laws and regulations relating to privacy, data protection, advertising and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection, advertising and consumer protection; our potential liability with our gift cards under the property laws of some states; our failure to enforce and maintain our trademarks and protect our other intellectual property; litigation with respect to intellectual property assets; our dependence on our executive officers and certain other key employees; our inability to identify, hire, train and retain qualified individuals for our workforce; our failure to obtain or to properly verify the employment eligibility of our employees; our failure to maintain our corporate culture as we grow; unionization activities among our employees; employment and labor law proceedings; labor shortages or increased labor costs or health care costs; risks associated with leasing property subject to long-term and non-cancelable leases; risks related to our sale of alcoholic beverages; costly and complex compliance with federal, state and local laws; changes in accounting principles applicable to us; our vulnerability to natural disasters, unusual weather conditions, pandemic outbreaks, political events, war and terrorism; our inability to secure additional capital to support business growth; our level of indebtedness; failure to comply with covenants under our credit facility; and the interests of our largest stockholder may differ from those of public stockholders. For additional discussion of factors that could impact our operational and financial results, please refer to our filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.firstwatch.com/financial-information/sec-filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

About First Watch
First Watch (NASDAQ: FWRG) is the leading Daytime Dining concept serving made-to-order breakfast, brunch and lunch using fresh ingredients. A recipient of hundreds of local “Best Breakfast” and “Best Brunch” accolades, First Watch’s chef-driven menu rotates five times a year and includes elevated executions of classic favorites alongside specialties such as its Quinoa Power Bowl, Lemon Ricotta Pancakes, Chickichanga, Morning Meditation fresh juice and signature Million Dollar Bacon. After first appearing on the list in 2022 and 2023, First Watch was named 2024’s #1 Most Loved Workplace® in America by Newsweek and the Best Practice Institute. In 2023, First Watch was named the top restaurant brand in Yelp’s inaugural list of the top 50 most-loved brands in the U.S. In 2022, First Watch was awarded a sought-after MenuMasters honor by Nation’s Restaurant News for its seasonal Braised Short Rib Omelet. First Watch operates more than 540 First Watch restaurants in 29 states.

Investor Relations Contact:
Steven L. Marotta
941-500-1918
investors@firstwatch.com

Media Relations Contact:
Jenni Glester
407-864-5823
jglester@firstwatch.com


FAQ

How many shares are being offered in First Watch Restaurant Group's (FWRG) secondary offering?

First Watch Restaurant Group's secondary offering consists of 8,000,000 shares, with an additional 30-day option for underwriters to purchase up to 1,200,000 shares.

What is the price per share for FWRG's November 2024 secondary offering?

The shares in First Watch Restaurant Group's secondary offering are priced at $19.95 per share.

Who are the selling stockholders in FWRG's 2024 secondary offering?

The selling stockholders are certain funds managed by Advent International, L.P.

Will First Watch Restaurant Group (FWRG) receive any proceeds from this secondary offering?

No, First Watch Restaurant Group will not receive any proceeds from the secondary offering as all proceeds will go to the selling stockholders.

First Watch Restaurant Group, Inc.

NASDAQ:FWRG

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1.09B
40.40M
1.39%
110.42%
7.98%
Restaurants
Retail-eating Places
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United States of America
BRADENTON