BBB Foods Inc. Announces Proposed Secondary Follow-On

Rhea-AI Summary

BBB Foods Inc. has announced a secondary public offering of 17,500,000 Class A common shares by certain selling shareholders. The offering includes an option for underwriters to purchase up to 2,625,000 additional Class A shares. J.P. Morgan and Morgan Stanley are serving as global coordinators for the offering.

The offering will be conducted through a registration statement on Form F-1 filed with the SEC, which is pending effectiveness. The shares cannot be sold until the registration becomes effective. Interested parties can obtain the preliminary prospectus through J.P. Morgan Securities and Morgan Stanley & Co.

Positive

• None.

Negative

• Significant shareholder dilution through 17.5M share offering
• Additional potential dilution of 2.625M shares through underwriter option

Insights

Investment Banking Analyst

This secondary offering of 17.5 million Class A shares, with an additional 2.625 million share overallotment option, represents a significant liquidity event for BBB Foods Inc.'s existing shareholders. The total offering could reach approximately 20.125 million shares, representing roughly 18% of the company's market cap, based on the current valuation.

The selection of J.P. Morgan and Morgan Stanley as global coordinators is noteworthy, as these premier investment banks typically lead major institutional placements. Their involvement suggests strong institutional interest and could help maintain price stability during the distribution process. However, investors should note that secondary offerings often create temporary pressure on stock prices due to increased supply.

Several key implications emerge from this announcement:

• The filing indicates existing shareholders are seeking partial exits, which could signal their view on current valuations
• The increased float should enhance trading liquidity and potentially reduce volatility
• Broader institutional ownership could result from this placement, potentially providing more stable long-term shareholding
• The timing, amid current market conditions, suggests confidence in the company's ability to absorb significant share supply

From a technical perspective, the market will need to digest this additional supply. While secondary offerings can temporarily pressure stock prices, they often create more efficient price discovery and broader institutional participation in the long term. The formal registration process with the SEC indicates a well-structured approach to this liquidity event.

MEXICO CITY--(BUSINESS WIRE)-- BBB Foods Inc. announced today the commencement of an underwritten public offering of 17,500,000 Class A common shares of BBB Foods Inc. which are being offered by certain selling shareholders pursuant to a registration statement on Form F-1 filed by BBB Foods Inc. with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the offering, the selling shareholders intend to grant the underwriters the option to purchase up to 2,625,000 additional Class A common shares.

J.P. Morgan and Morgan Stanley are acting as global coordinators of the offering. The offering will be made only by means of a prospectus. Copies of the preliminary 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 the securities referred to herein has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 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 Tiendas 3B

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/20250203640405/en/

Investor Relations Contact

Andrés Villasis

ir@tiendas3b.com

Source: Tiendas 3B

FAQ

How many shares are being offered in BBB Foods (TBBB) secondary offering?

BBB Foods is offering 17,500,000 Class A common shares, with an additional option for underwriters to purchase up to 2,625,000 shares.

Who are the global coordinators for BBB Foods (TBBB) secondary offering?

J.P. Morgan and Morgan Stanley are acting as global coordinators for the secondary offering.

What is the potential dilution impact of BBB Foods (TBBB) secondary offering?

The offering could result in up to 20,125,000 new shares being issued when including the underwriter option, potentially causing significant shareholder dilution.

What type of registration statement did BBB Foods (TBBB) file for the offering?

BBB Foods filed a Form F-1 registration statement with the SEC for the secondary offering.