Vital Farms Announces Proposed Secondary Public Offering of Common Stock

Rhea-AI Summary

Vital Farms (Nasdaq: VITL) announced a public offering of 5,000,000 shares of common stock by certain selling stockholders, with an option for underwriters to purchase an additional 750,000 shares. Importantly, Vital Farms will not receive any proceeds from this sale. The offering is subject to market conditions, and there is no assurance of completion. Major underwriters include Goldman Sachs, Morgan Stanley, Credit Suisse, and Jefferies. A registration statement has been filed with the SEC, but the shares cannot be sold until effective.

Positive

• None.

Negative

• Vital Farms will not be receiving any proceeds from the public offering, which may affect its cash flow and financial strategy.
• The offering may cause dilution of existing shares in the market, impacting shareholder value.

Vital Farms Will Not Receive Any Proceeds from Proposed Offering

AUSTIN, Texas, Nov. 10, 2020 (GLOBE NEWSWIRE) -- Vital Farms (Nasdaq: VITL), a Certified B Corporation that offers a range of ethically produced pasture-raised foods nationwide, today announced the commencement of an underwritten public offering of 5,000,000 shares of common stock offered by certain selling stockholders of Vital Farms (the “Selling Stockholders”). In addition, the Selling Stockholders expect to grant the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock at the public offering price, less underwriting discounts and commissions. Vital Farms will not receive any proceeds from the sale of common stock offered by the Selling Stockholders. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.

Goldman Sachs & Co. LLC, Morgan Stanley, Credit Suisse Securities (USA) LLC and Jefferies are acting as joint lead bookrunning managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. A copy of the preliminary prospectus relating to the proposed offering, when available, may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014 or by email at prospectus@morganstanley.com; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, by telephone at (800) 221-1037 or by email at usa.prospectus@credit-suisse.com; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388or by email at Prospectus_Department@Jefferies.com.

A registration statement on Form S-1 relating to the proposed sale of these securities has been filed with the Securities and Exchange Commission (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. This press release shall 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.

About Vital Farms

Vital Farms, a Certified B Corporation, offers a range of ethically produced pasture-raised foods nationwide. Started on a single farm in Austin, Texas, in 2007, Vital Farms is the leading U.S. brand of pasture-raised eggs and butter by retail dollar sales. Vital Farms' ethics are exemplified by its focus on the humane treatment of farm animals and sustainable farming practices. In addition, as a Delaware Public Benefit Corporation, Vital Farms also prioritizes the long-term benefits of each of its stakeholders, including farmers and suppliers, customers and consumers, communities and the environment, and crew members and stockholders. Vital Farms' pasture-raised products, including shell eggs, butter, hard-boiled eggs, ghee, egg bites and liquid whole eggs, are sold in more than 16,000 stores nationwide.

Forward Looking Statements

This press release contains “forward-looking” statements, as that term is defined under the federal securities laws. These forward-looking statements are based on Vital Farms’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Vital Farms’ actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement.

The risks and uncertainties referred to above include, but are not limited to: (1) the effects of the current COVID-19 pandemic, or of other global outbreaks of pandemics or contagious diseases or fear of such outbreaks, including on our supply chain, the demand for our products, and on overall economic conditions and consumer confidence and spending levels; (2) our expectations regarding our revenue, expenses and other operating results; (3) our ability to acquire new customers and successfully retain existing customers; (4) our ability to attract and retain our suppliers, distributors and co-manufacturers; (5) our ability to sustain or increase our profitability; (6) our ability to procure sufficient high quality eggs, butter and other raw materials; (7) real or perceived quality with our products or other issues that adversely affect our brand and reputation; (8) changes in the tastes and preferences of our consumers; (9) the financial condition of, and our relationships with, our suppliers, co-manufacturers, distributors, retailers and foodservice customers, as well as the health of the foodservice industry generally; (10) real or perceived quality or health issues with our products or other issues that adversely affect our brand and reputation; (11) the ability of our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations; (12) future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements; (13) the costs and success of our marketing efforts, and our ability to promote our brand; (14) our reliance on key personnel and our ability to identify, recruit and retain skilled personnel; (15) our ability to effectively manage our growth; (16) our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance; (17) our ability to compete effectively with existing competitors and new market entrants; (18) the impact of adverse economic conditions; (19) the sufficiency of our cash to meet our liquidity needs and service our indebtedness; (20) seasonality; and (21) the growth rates of the markets in which we compete.

These risks and uncertainties are more fully described in our filings with the SEC, including in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our quarterly report on Form 10-Q for the fiscal quarter ended September 27, 2020 and our registration statement on Form S-1 relating to this offering, and in other filings and reports that we may file from time to time with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements except as required by law.

CONTACT:
Media:
Nisha Devarajan
Nisha.Devarajan@vitalfarms.com

Investors:
Ashley DeSimone
Ashley.DeSimone@icrinc.com

 

FAQ

What is the purpose of the Vital Farms stock offering?

The proposed offering is primarily by selling stockholders, and Vital Farms will not receive any proceeds from it.

How many shares are being offered by Vital Farms?

Vital Farms is offering 5,000,000 shares of common stock, with an additional 750,000 shares option for underwriters.

Who are the underwriters for the Vital Farms offering?

The underwriters include Goldman Sachs, Morgan Stanley, Credit Suisse, and Jefferies.

When will the Vital Farms stock offering be completed?

The offering is subject to market conditions and there is currently no assurance on when it may be completed.

What could be the impact of the stock offering on VITL shareholders?

The offering could result in dilution of existing shares, potentially affecting shareholder value negatively.