First Watch Restaurant Group, Inc. Announces Secondary Offering of Common Stock
15 Maio 2023 - 5:51PM
First Watch Restaurant Group, Inc. (“FWRG” or the “Company”)
(NASDAQ: FWRG), a leading Daytime Dining concept serving breakfast,
brunch and lunch, today announced the launch of an underwritten
secondary offering (the “Offering”) by certain funds managed by
Advent International Corporation (the “Selling Stockholders”) of
3,500,000 shares of the Company’s common stock (“Common Stock”).
The underwriter has a 30-day option to purchase
up to an additional 525,000 shares of Common Stock at the public
offering price, less underwriting discounts and commissions.
The Selling Stockholders will receive all of the
proceeds from the Offering. The Company is not selling any shares
of Common Stock in the Offering and will not receive any proceeds
from the Offering.
Jefferies LLC is acting as the sole underwriter
of the Offering.
The underwriter proposes to offer the shares of Common Stock
from time to time for sale in one or more transactions on the
Nasdaq Global Select Market, in the over-the-counter market,
through negotiated transactions or otherwise at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices.
The Offering is being made pursuant to an
effective shelf registration statement (including a prospectus)
filed by the Company with the U.S. Securities and Exchange
Commission (“SEC”) to which this communication
relates. Before you invest, you should read the prospectus in the
shelf registration statement and other documents the Company has
filed with the SEC for more complete information about the Company
and the Offering. The Offering will be made only by means of a free
writing prospectus, a prospectus and a related prospectus
supplement relating to the Offering, copies of which may be
obtained from Jefferies LLC, at Attention: Equity Syndicate
Prospectus Department, 520 Madison Avenue, New York, New York
10022, by telephone at 877-821-7388, or by email at
prospectus_department@jefferies.com. A copy of the free writing
prospectus, the prospectus and the related prospectus supplement
relating to the Offering may also be obtained free of charge by
visiting EDGAR on the SEC’s website at www.sec.gov.
This press release does 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.
Cautionary Note Concerning Forward
Looking StatementsThis release contains forward-looking
statements which are subject to known and unknown risks,
uncertainties and other important factors that may cause actual
results to be materially different from the statements made herein.
All statements other than statements of historical fact are
forward-looking statements. Forward-looking statements discuss our
current expectations and projections relating to our financial
position, results of operations, plans, objectives, future
performance and business. You can identify forward-looking
statements by the fact that they do not relate strictly to any
historical or current facts. These statements may include words
such as “aim,” “anticipate,” “believe,” “estimate,” “expect,”
“forecast,” “future,” “intend,” “outlook,” “potential,” “project,”
“projection,” “plan,” “seek,” “may,” “could,” “would,” “will,”
“should,” “can,” “can have,” “likely,” the negatives thereof and
other similar expressions. In addition to historical information,
this release contains a number of forward-looking statements.
Forward-looking statements in this press release are based on our
current expectations and assumptions regarding our business, the
economy and other future conditions. Because forward-looking
statements relate to the future, by their nature, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, our actual results may
differ materially from those contemplated by the forward-looking
statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include the following: uncertainty regarding ongoing hostility
between Russia and Ukraine and the related impact on macroeconomic
conditions, including inflation, as a result of such conflict or
other related events; our vulnerability to changes in economic
conditions and consumer preferences; our inability to successfully
open new restaurants or establish new markets; our inability to
effectively manage our growth; adverse effects of the COVID-19
pandemic or other infectious diseases; potential negative impacts
on sales at our and our franchisees’ restaurants as a result of our
opening new restaurants; a decline in visitors to any of the retail
centers, lifestyle centers, or entertainment centers where our
restaurants are located; lower than expected same-restaurant sales
growth; unsuccessful marketing programs and limited time new
offerings; changes in the cost of food; unprofitability or closure
of new restaurants or lower than previously experienced performance
in existing restaurants; our inability to compete effectively for
customers; unsuccessful financial performance of our franchisees;
our limited control over our franchisees’ operations; our inability
to maintain good relationships with our franchisees; conflicts of
interest with our franchisees; the geographic concentration of our
system-wide restaurant base in the southeast portion of the United
States; damage to our reputation and negative publicity; our
inability or failure to recognize, respond to and effectively
manage the accelerated impact of social media; our limited number
of suppliers and distributors for several of our frequently used
ingredients and shortages or disruptions in the supply or delivery
of such ingredients; information technology system failures or
breaches of our network security; our failure to comply with
federal and state laws and regulations relating to privacy, data
protection, advertising and consumer protection, or the expansion
of current or the enactment of new laws or regulations relating to
privacy, data protection, advertising and consumer protection; our
potential liability with our gift cards under the property laws of
some states; our failure to enforce and maintain our trademarks and
protect our other intellectual property; litigation with respect to
intellectual property assets; our dependence on our executive
officers and certain other key employees; our inability to
identify, hire, train and retain qualified individuals for our
workforce; our failure to obtain or to properly verify the
employment eligibility of our employees; our failure to maintain
our corporate culture as we grow; unionization activities among our
employees; employment and labor law proceedings; labor shortages or
increased labor costs or health care costs; risks associated with
leasing property subject to long-term and non-cancelable leases;
risks related to our sale of alcoholic beverages; costly and
complex compliance with federal, state and local laws; changes in
accounting principles applicable to us; our vulnerability to
natural disasters, unusual weather conditions, pandemic outbreaks,
political events, war and terrorism; our inability to secure
additional capital to support business growth; our level of
indebtedness; failure to comply with covenants under our credit
facility; and the interests of our majority stockholder may differ
from those of public stockholders. For additional discussion of
factors that could impact our operational and financial results,
please refer to our filings with the Securities and Exchange
Commission, accessible on the SEC’s website at www.sec.gov and the
Investors Relations section of the Company’s website at
https://investors.firstwatch.com/financial-information/sec-filings.
Should one or more of these risks or uncertainties materialize, or
should any of our assumptions prove incorrect, our actual financial
condition, results of operations, future performance and business
may vary in material respects from the performance projected in
these forward-looking statements.
About First WatchFirst Watch
(NASDAQ: FWRG) is an award-winning Daytime Dining concept serving
made-to-order breakfast, brunch and lunch using fresh ingredients.
A recipient of hundreds of local “Best Breakfast” and “Best Brunch”
accolades, First Watch’s chef-driven menu includes elevated
executions of classic favorites along with First Watch specialties
such as the protein-packed Quinoa Power Bowl®, Farm Stand Breakfast
Tacos, Avocado Toast, Chickichanga, Morning Meditation (juiced
in-house daily), Spiked Lavender Lemonade and its signature Million
Dollar Bacon. In 2023, First Watch was named the top restaurant
brand in Yelp’s inaugural list of the 50 most loved brands in the
U.S and recognized as a Customer Experience All-Star by Forbes. In
2022, First Watch was awarded a sought-after MenuMasters honor by
Nation’s Restaurant News for its seasonal Braised Short Rib Omelet,
recognized with ADP’s coveted Culture at Work Award and named a
Most Loved Workplace® in Newsweek by the Best Practice Institute.
In 2021, First Watch was recognized as FSR Magazine’s Best Menu and
as the fastest-growing full-service restaurant chain based on unit
growth. There are more than 480 First Watch restaurants in 29
states, and the restaurant concept is majority owned by Advent
International, one of the world’s largest private-equity firms.
Investor Contact:Steve L.
Marotta941-500-1918investors@firstwatch.com
Media
Contact:FirstWatch@icrinc.com
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