UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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the Securities Exchange Act of 1934
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Introductory Note
As previously disclosed, on April 29, 2024, Simply Good Foods USA, Inc., a New York corporation (“Simply USA”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among Simply USA, Only What You Need, Inc., a Delaware corporation (the “Target”), and Safe Brands, LLC, a Delaware limited liability company (the “Seller”). Simply USA is an indirect wholly owned subsidiary of The Simply Good Foods Company (the “Company”).
On June 13, 2024, pursuant to the Purchase Agreement, Simply USA completed the acquisition (the “Acquisition”) of the Target by acquiring 100% of the equity interests of the Target for a cash purchase price of $280,000,000 (subject to customary adjustments for the Target’s levels of cash, indebtedness, net working capital and transaction expenses as of the closing).
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 13, 2024, Simply USA, which is the Administrative Borrower under the Credit Agreement (as defined below), entered into that certain Amendment No. 6 (Incremental Facility Amendment) (the “Credit Agreement Amendment”) to that certain Credit Agreement, dated as of July 7, 2017, among Atkins Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Conyers Park Acquisition Corp., a Delaware corporation, Simply USA, Atkins Nutritionals Holdings, Inc., a Delaware corporation (“ANH”), Atkins Nutritionals Holdings II, Inc., a Delaware corporation (“ANH II”), NCP-ATK Holdings, Inc., a Delaware corporation, (“NCP” and, together with Simply USA, ANH, and ANHII, the “Borrowers”), the lenders party thereto and Barclays Bank PLC, as administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Pursuant to the Credit Agreement Amendment, the Borrowers established a $250,000,000 incremental term facility (the loans thereunder, the “2024 Incremental Term Loans”), which have substantially the same terms as the existing term loans under the Credit Agreement, including an interest rate of SOFR plus a credit spread adjustment equal to 0.10% for one-month SOFR, 0.15% for up to three-month SOFR and 0.25% for up to six-month SOFR, subject to a floor of 0.50%, plus 2.50% margin and a maturity date of March 17, 2027. The proceeds of the 2024 Incremental Term Loans were used to fund, among other things, (i) the payment of consideration pursuant to the terms and conditions of the Purchase Agreement, and any other payments contemplated by the Purchase Agreement, (ii) the repayment in full (or the termination, discharge or defeasance (or arrangements for the termination, discharge or defeasance)) of all outstanding indebtedness of Target under that certain Credit Agreement, dated as of March 29, 2023, by and among Target, the other borrowers and guarantors party thereto and Raven Asset-Based Credit (Onshore) Fund II LP, as such agreement has been amended, supplemented or otherwise modified through April 29, 2024, (iii) fees, premiums and expenses incurred in connection with the foregoing and transactions related thereto, and (iv) working capital and general corporate purposes, including maintaining cash on the balance sheet of Holdings and its subsidiaries.
A copy of the Credit Agreement Amendment is attached as Exhibit 10.1 and is incorporated herein by reference. The above description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment.
A copy of the Credit Agreement is attached as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference, and does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which has been filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 30, 2024, and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure |
On June 13, 2024, the Company issued a press release announcing the completion of the Acquisition. The press release is attached hereto as Exhibit 99.1.
The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement unless specifically identified therein as being incorporated by reference therein.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | June 17, 2024 | By: | /s/ Shaun P. Mara |
| Name: | Shaun P. Mara | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial Officer) |
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