BBB Foods Inc. Announces Closing of Secondary Offering

Rhea-AI Summary

BBB Foods (NYSE: TBBB) announced the closing of an underwritten secondary public offering of 21,000,000 Class A common shares sold by certain selling shareholders at $28.25 per share. The selling shareholders granted underwriters an option to purchase up to 3,150,000 additional Class A shares at the same price.

The offering was conducted through global coordinators J.P. Morgan Securities and Morgan Stanley, with Banco BTG Pactual, Santander US Capital Markets, and Scotia Capital acting as joint bookrunners. The offering was made pursuant to an SEC-registered Form F-1 registration statement.

Positive

• Secondary offering successfully completed at $28.25 per share
• Strong institutional backing with major investment banks as underwriters

Negative

• Significant share dilution with 21 million shares being sold
• Potential additional dilution of 3.15 million shares through underwriters' option
• Selling shareholders liquidating positions could signal lack of confidence

Insights

Financial Market Analyst

The completion of BBB Foods' secondary offering marks a significant market event, with 21 million Class A shares being sold at $28.25 per share, representing approximately 19% of the company's market capitalization. This substantial offering, orchestrated by premier investment banks, signals strong institutional interest in BBB Foods' equity story.

Several key implications emerge from this transaction:

• The offering's size suggests existing shareholders are capitalizing on current market conditions to monetize their positions, which could indicate they believe the stock is fairly valued or potentially fully valued at current levels.
• The involvement of top-tier underwriters like J.P. Morgan and Morgan Stanley, along with strong Latin American financial institutions, demonstrates confidence in BBB Foods' market position and could help broaden the institutional investor base.
• The additional float from this offering should enhance trading liquidity, potentially making the stock more attractive to institutional investors who require certain liquidity thresholds.
• The 3.15 million share overallotment option (15% of the base offering) provides flexibility to meet excess demand and helps stabilize post-offering trading.

While secondary offerings typically create short-term technical pressure on stock prices due to increased supply, the structured nature of this offering and strong underwriter support should help manage any potential volatility. The broadened shareholder base could lead to more diverse price discovery and potentially reduced stock price volatility in the medium term.

MEXICO CITY--(BUSINESS WIRE)-- BBB Foods Inc. (“BBB Foods”, “we”, “us”, and “our”) (NYSE: TBBB) announced today the closing of an underwritten public offering of 21,000,000 Class A common shares which were sold by certain selling shareholders at a public offering price of $28.25 per Class A common share. The offering was made pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (“SEC”).

In connection with the offering, the selling shareholders have granted the underwriters the option to purchase up to 3,150,000 additional Class A common shares at the public offering price, less underwriting discounts and commissions.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as global coordinators and Banco BTG Pactual, S.A. – Cayman Branch, Santander US Capital Markets LLC and Scotia Capital (USA) Inc. are acting as joint bookrunners of this offering.

The offering is being made only by means of a prospectus. When available, copies of the final prospectus related to the offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by email to: prospectus@morganstanley.com.

A registration statement on Form F-1 relating to these securities has been filed with, and declared effective by, the SEC. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, 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.

About BBB Foods Inc.

BBB Foods Inc., a proudly Mexican company, is a pioneer and leader of the grocery hard discount model in Mexico and one of the fastest growing retailers in the country as measured by its sales and store growth rates. The 3B name, which references “Bueno, Bonito y Barato” - a Mexican saying which translates to “Good, Nice and Affordable” - summarizes Tiendas 3B’s mission of offering irresistible value to budget savvy consumers through great quality products at bargain prices. By delivering value to the Mexican consumer, we believe we contribute to the economic well-being of Mexican families. In a landmark achievement, Tiendas 3B was listed on the New York Stock Exchange in February 2024 under the ticker symbol “TBBB.”

For more information, please visit: https://www.investorstiendas3b.com

View source version on businesswire.com: https://www.businesswire.com/news/home/20250207137472/en/

Investor Relations Contact

Andrés Villasis

ir@tiendas3b.com

Source: Tiendas 3B

FAQ

How many shares were sold in BBB Foods (TBBB) secondary offering?

BBB Foods' secondary offering consisted of 21,000,000 Class A common shares, with an additional option for underwriters to purchase up to 3,150,000 shares.

What was the price per share for BBB Foods (TBBB) secondary offering?

The public offering price was set at $28.25 per Class A common share.

Which investment banks led BBB Foods (TBBB) secondary offering?

J.P. Morgan Securities and Morgan Stanley acted as global coordinators, while Banco BTG Pactual, Santander US Capital Markets, and Scotia Capital served as joint bookrunners.

What is the total potential value of BBB Foods (TBBB) secondary offering?

The total potential value could reach approximately $683 million if the underwriters exercise their full option to purchase additional shares (24.15 million shares at $28.25 each).