BBB Foods Inc. Announces Pricing of Secondary Offering

Rhea-AI Summary

BBB Foods (NYSE: TBBB) has announced the pricing of a secondary public offering of 21,000,000 Class A common shares at $28.25 per share. The offering is being made by certain selling shareholders, who have also granted underwriters an option to purchase up to 3,150,000 additional shares at the same price.

The offering is expected to close around February 7, 2025, subject to customary conditions. J.P. Morgan Securities and Morgan Stanley are acting as global coordinators, while Banco BTG Pactual, Santander US Capital Markets, and Scotia Capital are joint bookrunners.

Positive

• None.

Negative

• Secondary offering of 21M shares could lead to increased supply and potential share price pressure
• Additional 3.15M shares option could further dilute the market if exercised
• Existing shareholders may face reduced ownership percentage

Insights

Investment Banking Analyst

This secondary offering marks a significant development for BBB Foods, with existing shareholders set to liquidate approximately $593.25 million worth of shares (potentially reaching $682.24 million if the overallotment option is exercised). The slight discount of 1.12% to the current market price is strategically positioned to attract institutional investors while minimizing dilution concerns.

The selection of heavyweight underwriters - J.P. Morgan and Morgan Stanley as global coordinators, alongside BTG Pactual, Santander and Scotia Capital - signals strong institutional interest and suggests robust demand for the offering. This comprehensive banking syndicate, combining both U.S. and Latin American financial powerhouses, indicates a well-coordinated distribution strategy targeting both regional and global investors.

However, investors should note several key implications:

• The substantial size of the offering could temporarily pressure the stock price due to increased supply
• The involvement of multiple tier-1 investment banks suggests strong institutional backing and likely pre-arranged placements
• The timing, amidst current market conditions, indicates selling shareholders' strategic decision to capitalize on the company's current valuation

While secondary offerings typically signal insider selling, the structured approach and strong underwriting syndicate suggest an orderly transition of ownership rather than concerning capital flight. The offering's execution quality will be important for maintaining price stability in the immediate aftermath.

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

The offering is expected to close on or about February 7, 2025, subject to customary closing conditions.

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/20250205247753/en/

Investor Relations Contact

Andrés Villasis

ir@tiendas3b.com

Source: Tiendas 3B

FAQ

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

BBB Foods (TBBB) has priced its secondary offering at $28.25 per Class A common share.

How many shares are being offered in TBBB's secondary offering?

The secondary offering includes 21,000,000 Class A common shares, with an option for underwriters to purchase an additional 3,150,000 shares.

When is BBB Foods (TBBB) secondary offering expected to close?

The secondary offering is expected to close on or about February 7, 2025, subject to customary closing conditions.

Who are the underwriters for TBBB's secondary offering?

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

What is the total potential value of TBBB's secondary offering?

At $28.25 per share, the base offering of 21M shares would be worth approximately $593.25M, potentially reaching $682.24M if the additional 3.15M share option is exercised.