BBB Foods Inc. Announces Exercise of Option by Underwriters to Purchase Additional Shares

Rhea-AI Summary

BBB Foods (NYSE: TBBB) announced that underwriters of its previously announced secondary offering have exercised their option to purchase an additional 2,338,431 Class A common shares from selling shareholders to cover over-allotments. This adds to the initial 21,000,000 Class A common shares, bringing the total offering to 23,338,431 shares.

The additional shares will be purchased at the public offering price, less underwriting discounts and commissions. 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. The offering was made through a Form F-1 registration statement filed with the SEC.

Positive

• None.

Negative

• Additional share sale of 2.3M shares indicates further dilution for existing shareholders
• Secondary offering of 23.3M total shares suggests significant selling pressure from existing shareholders

Insights

Investment Banking Analyst

The full exercise of the over-allotment option (often called the greenshoe) by underwriters signals robust demand for BBB Foods' shares in the secondary offering. The additional 2.34 million shares on top of the initial 21 million shares brings the total offering to 23.34 million Class A shares, representing a substantial portion of the company's float.

The participation of premier investment banks as global coordinators and joint bookrunners - including J.P. Morgan, Morgan Stanley, BTG Pactual, Santander, and Scotia Capital - adds credibility to the offering and suggests strong institutional interest. The full exercise of the greenshoe option typically indicates that the shares were well-received by the market and trading above the offering price.

While this secondary offering doesn't raise new capital for BBB Foods (as proceeds go to selling shareholders), it significantly enhances the stock's trading liquidity and broadens the institutional shareholder base. The increased float could potentially lead to greater index inclusion opportunities and improved trading dynamics. However, investors should monitor potential near-term pressure on the stock price due to the increased supply of shares in the market.

MEXICO CITY--(BUSINESS WIRE)-- BBB Foods Inc. (“BBB Foods”, “we”, “us”, and “our”) (NYSE: TBBB) announced today that the underwriters of the previously announced secondary offering of 21,000,000 Class A common shares have exercised their option to purchase an additional 2,338,431 Class A common shares from certain of the selling shareholders to cover over-allotments as provided in the underwriting agreement among the Company, the selling shareholders and the underwriters. The additional Class A common shares will be purchased at the public offering price, less underwriting discounts and commissions. Including the additional Class A common shares, a total of 23,338,431 Class A common shares were sold in the offering.

The offering was made pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (“SEC”). J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as global coordinators and Banco BTG Pactual, S.A. – Cayman Branch, Santander US Capital Markets LLC and Scotia Capital (USA) Inc. acted as joint bookrunners of this offering.

Copies of the prospectus contained in the registration statement 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/20250221389886/en/

Investor Relations Contact

Andrés Villasis

ir@tiendas3b.com

Source: Tiendas 3B

FAQ

How many additional shares were sold in BBB Foods (TBBB) over-allotment option?

The underwriters exercised their option to purchase an additional 2,338,431 Class A common shares from selling shareholders.

What is the total size of BBB Foods (TBBB) secondary offering including over-allotment?

Including the over-allotment option, a total of 23,338,431 Class A common shares were sold in the offering.

Who are the lead underwriters for BBB Foods (TBBB) secondary offering?

J.P. Morgan Securities and Morgan Stanley acted as global coordinators for the offering.

What type of SEC registration was used for BBB Foods (TBBB) offering?

The offering was made pursuant to a registration statement on Form F-1 filed with the SEC.