Current Report Filing (8-k)
07 December 2022 - 04:09AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 2, 2022
Advantage Solutions Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-38990 |
83-4629508 |
(State or other jurisdiction of incorporation) |
(Commission File
Number) |
(I.R.S. Employer Identification No.) |
15310 Barranca Parkway, Suite 10
Irvine, CA |
|
92618 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area
code: (949) 797-2900
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share |
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ADV |
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The NASDAQ Stock Market LLC |
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Warrants to purchase Class A common stock |
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ADVWW |
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The NASDAQ Stock Market LLC |
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 – Entry into a Material
Definitive Agreement
On December 2, 2022 (the “ABL
Amendment Effective Date”), Advantage Sales & Marketing Inc. (the “Borrower”), an indirect wholly-owned
subsidiary of Advantage Solutions Inc. (the “Company”), together with Karman Intermediate Corp., a Delaware corporation
(“Holdings”) and certain of the Borrower’s subsidiaries, entered into the Second Amendment to ABL Revolving Credit
Agreement (the “ABL Amendment”), which amends the ABL Revolving Credit Agreement, dated as of October 28, 2020 (as
amended, restated, supplemented, extended or otherwise modified prior to the ABL Amendment Effective Date, the “ABL Agreement”;
the ABL Agreement, as amended by the ABL Amendment, the “Amended ABL Agreement”), by and among the Borrower, Holdings,
the lenders from time to time party thereto and Bank of America, N.A. (“Bank of America”), as administrative agent,
and the other parties thereto.
The ABL Amendment was entered into
by the Borrower to amend certain terms and provisions of the ABL Agreement, including, among other things:
(i) increasing the aggregate amount
of maximum revolving commitments available from $400 million to $500 million;
(ii) replacing the Eurocurrency Rate
interest rate metric with a metric based on Term SOFR (as defined in the Amended ABL Agreement), whereby applicable borrowings in United
States dollars will bear interest at a floating rate based on Term SOFR plus an applicable margin;
(iii) reducing each applicable interest
rate pricing tier based on the Average Historical Excess Availability (as defined in the Amended ABL Agreement) with respect to Term SOFR
borrowings, Alternative Currency borrowings, base rate borrowings and Canadian Prime Rate borrowings, in each case for each pricing tier
by 0.25% per annum; and
(iv) extending the scheduled maturity
date of the borrowings to December 2, 2027.
The foregoing description of the ABL
Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the ABL
Amendment, which is filed as Exhibit 10.1 hereto.
Item 2.03 – Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The discussion in Item 1.01 is incorporated herein by reference.
Item 7.01 – Regulation FD Disclosure
On December 6, 2022, the Company publicly disclosed an investor
presentation on the Investor Relations section of its website (https://ir.advantagesolutions.net/). A copy of the investor presentation
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information being furnished pursuant to this Item 7.01 of
this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 – Financial Statements
and Exhibits
(d) Exhibits
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.
Dated: December 6, 2022
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ADVANTAGE SOLUTIONS INC. |
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By: |
/s/ |
Brian Stevens |
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Brian Stevens |
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Chief Financial Officer and |
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Chief Operating Officer |
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