BBB Foods’ $593 Million Secondary Follow-On Offering

Cleary Gottlieb represented J.P. Morgan, Morgan Stanley, BTG Pactual, Santander, and Scotiabank, as underwriters, in the $593 million secondary follow-on offering of BBB Foods Inc.

This transaction marks the first equity capital markets transaction out of Latin America in 2025 and is the largest follow-on offering in the Americas retail sector since 2023.

The follow-on offering involved the offer and sale of 21 million Class A common shares by certain selling shareholders. The underwriters have the right to purchase 3.15 million additional Class A common shares for certain selling shareholders as part of their over-allotment option.

BBB Foods Inc. is a pioneer and leader of hard discount grocery retail in Mexico and one of the fastest-growing retailers in the country, measured by sales, and store growth rates. The company offers a variety of products, including quality packaged foods, beverages, tobacco, personal care, house cleaning, and over-the-counter health care products.