F-1: Birkenstock Announces Secondary Offering of 14 Million Ordinary Shares by Selling Shareholder

Sentiment:

Secondary Offering Prospectus 24 June 2024 4:18 PM

📋All filings for Birkenstock Holding PLC

Birkenstock Holding plc reveals a secondary offering of 14 million ordinary shares by BK LC Lux MidCo S. r.l., an entity affiliated with L Catterton, with underwriters granted an option to purchase an additional 2.1 million shares.

Summary

Birkenstock Holding plc has filed a Form F-1 registration statement for a secondary offering.
The selling shareholder, BK LC Lux MidCo S. r.l., is offering 14,000,000 ordinary shares.
Underwriters have an option to purchase up to 2,100,000 additional ordinary shares within 30 days.
The company will not receive any proceeds from the sale of shares by the selling shareholder.
On June 21, 2024, the last reported share price on the NYSE was $61.47.
Following the offering, BK LC Lux MidCo S. r.l. will beneficially own approximately 73.2% of the company's ordinary shares (or 72.1% if the underwriters exercise their option in full).
Birkenstock will continue to be a controlled company under NYSE corporate governance rules.

Sentiment

Score: 6

Explanation: Neutral sentiment as it is a standard secondary offering with no direct impact on the company's financials or operations. The continued control by the principal shareholder is a factor to consider.

Risks

The principal shareholder will continue to control the company and their interests may conflict with other shareholders.
Provisions in the company's Articles of Association could delay or prevent a takeover attempt.
The company may lose its foreign private issuer status, increasing compliance costs.
Future sales of ordinary shares could cause the market price to decline.
Investors will experience immediate and substantial dilution in net tangible book value.
The company does not intend to pay cash dividends for the foreseeable future.
The rights of shareholders may differ from those of a U.S. corporation.
U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against the company or its officers and directors.

Future Outlook

The company intends to retain all available funds and future earnings to fund the development and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future.

Industry Context

This secondary offering allows a major shareholder to monetize a portion of their investment while the company continues to operate as a controlled entity under existing governance structures.

Stakeholder Impact

Existing shareholders may experience dilution.
The offering provides liquidity for a major shareholder.
The company's operations are not directly affected.

Next Steps

Underwriters will market and sell the 14,000,000 ordinary shares.
Underwriters may exercise their option to purchase up to 2,100,000 additional ordinary shares within 30 days.
The offering is expected to close on or about a date in 2024.

Key Dates

Date	Description
April 28, 2021	Date of ABL Facility Agreement and Senior Term Facilities Agreement.
April 29, 2021	Date of Senior Notes Indenture.
May 2, 2023	Date of Amendment No. 1 to ABL Credit Agreement.
April 28, 2023	Date of Amendment and Restatement Agreement relating to Senior Facilities Agreement.
October 2, 2023	Date of filing for Birkenstock Holding plc 2023 Equity Incentive Plan and Employee Share Purchase Plan.
October 10, 2023	Date of Tax Receivable Agreement.
October 13, 2023	Date of Registration Rights Agreement and Shareholders Agreement.
January 18, 2024	Date of filing Annual Report on Form 20-F for the fiscal year ended September 30, 2023.
February 29, 2024	Date of Current Report on Form 6-K including unaudited financial results for the three months ended December 31, 2023.
April 5, 2024	Date of Current Report on Form 6-K.
May 15, 2024	Date of Current Report on Form 6-K.
May 28, 2024	Date of Term and Revolving Facilities Agreement.
May 30, 2024	Date of Current Report on Form 6-K including unaudited financial results for the three and six months ended March 31, 2024.
June 21, 2024	Last reported share price of $61.47 on the NYSE.
June 24, 2024	Date of the prospectus.

Keywords

secondary offering, ordinary shares, Birkenstock, L Catterton, NYSE, BK LC Lux MidCo S. r.l., underwriters, shares

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