Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As described above, on October 27, 2020, Conyers Park held the Special Meeting, at which the Conyers Park stockholders considered and adopted, among other
matters, a proposal to approve the Merger Agreement and the Transactions. On October 28, 2020, the parties consummated the Merger.
Holders of
32,114,818 shares of Conyers Parks Class A common stock sold in its initial public offering (the public shares) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust
account holding the proceeds from Conyers Parks initial public offering, calculated as of two business days prior to the consummation of the business combination, which was approximately $10.06 per share, or $323.1 million in the
aggregate.
As a result of the Merger, among other things, pursuant to the Merger Agreement, Conyers Park issued to Karman Topco L.P.
(Topco), as sole stockholder of Advantage prior to the Merger, an aggregate consideration equal to (a) 203,750,000 shares of Conyers Park Class A common stock, and (b) 5,000,000 shares of Conyers Park
Class A common stock, which will remain subject to forfeiture unless and until vesting upon the achievement of a market performance condition described further in the Proxy Statement. Additionally, the 11,250,000 shares of Conyers Park
Class B common stock, par value $0.0001 per share, held by Conyers Park II Sponsor LLC (the Sponsor) automatically converted to shares of Class A common stock.
In September 2020, Conyers Park entered into subscription agreements (collectively, the Subscription Agreements) pursuant to which certain
investors agreed to subscribe for shares of Conyers Parks Class A common stock at a purchase price of $10.00 per share. The purchasers under the Subscription Agreements, other than the Sponsor and participating equityholders of Topco (the
Advantage Sponsors) and their affiliates, agreed to purchase an aggregate of 50,000,000 shares of Class A common stock. Certain of the Advantage Sponsors or their affiliates and the Sponsor agreed to purchase an aggregate of
20,000,000 shares of Class A common stock, or, in their sole discretion, up to 45,000,000 shares in the event Conyers Parks public stockholders exercised their redemption rights in connection with the Merger and in order to meet the
minimum cash condition specified in the Merger Agreement (collectively, the PIPE Investment).
At the Closing, the Company consummated
the PIPE Investment and issued 85,540,000 shares of its Class A common stock for aggregate gross proceeds of $855.4 million.
After giving
effect to the Transactions, the redemption of public shares as described above, and the consummation of the PIPE Investment there are currently 318,425,182 shares of the Companys Class A common stock issued and outstanding. The
Companys Class A common stock and warrants commenced trading on the Nasdaq Stock Market LLC (NASDAQ) under the symbols ADV and ADVWW, respectively, on October 29, 2020, subject to ongoing
review of the Companys satisfaction of all listing criteria following the business combination.
As noted above, an aggregate of $323.1 million
was paid from the Companys trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance immediately prior to the Closing of approximately $131.2 million remained in the trust
account. The remaining amount in the trust account was used to fund the business combination.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as Conyers Park was immediately
before the Merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information
that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Merger, unless otherwise specifically indicated or the context
otherwise requires.