Dutch Bros Inc. (NYSE: BROS; “Dutch Bros”) today announced the pricing of an underwritten offering of 11,538,461 shares of its Class A Common Stock at a price to the public of $26.00 per share. The gross proceeds from this offering are expected to be approximately $300 million, before deducting underwriting discounts and commissions and other offering expenses payable by Dutch Bros, and assuming no exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on or about September 12, 2023, subject to the satisfaction of customary closing conditions. All of the shares of Class A Common Stock are being offered by Dutch Bros. Dutch Bros has also granted the underwriters a 30-day option to purchase up to an additional 1,730,769 shares of common stock in connection with this offering.
BofA Securities, J.P. Morgan and Jefferies are acting as lead book-running managers for this offering. Barclays, Piper Sandler, Baird, TD Cowen, William Blair and Stifel are acting as book-running managers for the offering.
The Class A Common Stock is being offered by Dutch Bros pursuant to an automatic shelf registration statement on Form S-3 that was filed by Dutch Bros with the U.S. Securities and Exchange Commission (the “SEC”) on September 6, 2023 and automatically became effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering have been filed with the SEC, and a final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus, when available, may be obtained by contacting BofA Securities by email at email@example.com (or via mail at BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department), J. P. Morgan Securities LLC at (866) 803-9204 or by email at pros firstname.lastname@example.org, or Jefferies LLC at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com.
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 other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Dutch Bros Inc.
Dutch Bros Inc. is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. We believe Dutch Bros is more than just the products we serve—we are dedicated to making a massive difference in the lives of our employees, customers and communities.
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to Dutch Bros’ expectations regarding the offering. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Dutch Bros’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those related to the timing, size and expected gross proceeds of the offering, the satisfaction of customary closing conditions related to the offering and sale of securities, Dutch Bros’ ability to complete the offering, and other risks, including those described under the heading “Risk Factors” in Dutch Bros’ Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 9, 2023 and in the final prospectus supplement and accompanying prospectus related to the offering to be filed with the SEC on September 8, 2023. Forward-looking statements contained in this press release are made as of this date, and Dutch Bros undertakes no duty to update such information except as required under applicable law.