Item 1.01
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Entry Into A Material Definitive Agreement.
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Merger Agreement
On September 7, 2020,
Conyers Park II Acquisition Corp. (CP II), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the Merger Agreement), by and among CP II, CP
II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CP II (Merger Sub), Advantage Solutions Inc., a Delaware corporation (the Company) and Karman Topco L.P., a Delaware limited partnership
(TopCo).
Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub will
merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly owned subsidiary of CP II (the Merger and together with the other transactions
contemplated by the Merger Agreement, the Transactions).
Merger Consideration
In accordance with the terms and subject to the conditions of the Merger Agreement, the consideration to be received by TopCo in connection
with the Transactions contemplated under the Merger Agreement shall be an aggregate number of 203,750,000 shares of Class A Common Stock of CP II (the Class A Common Stock) plus 5,000,000 shares of
Class A Common Stock subject to certain vesting and forfeiture conditions as set forth in the Merger Agreement.
Representations and Warranties;
Covenants
Certain parties to the Merger Agreement made representations and warranties customary for transactions of this type
regarding themselves. The representations and warranties made under the Merger Agreement do not survive the closing of the Transactions. In addition, the parties to the Merger Agreement made covenants that are customary for transactions of this type
including, among others, covenants providing for (i) the operation of the parties respective businesses prior to consummation of the Transactions, (ii) CP II and the Companys efforts to satisfy conditions to consummate the
Transactions, (iii) CP II and the Company ceasing discussions for alternative transactions and (iv) CP II preparing and filing a proxy statement for the purpose of soliciting proxies from CP IIs stockholders to vote in favor of
certain matters, including the adoption of the Merger Agreement, at a special meeting called therefore.
Conditions to Each Partys Obligations
Consummation of the Transactions is subject to customary conditions for transactions involving special purpose acquisition companies,
including, among others: (i) approval by CP IIs shareholders, (ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order or law enjoining or
prohibiting the consummation of the Transactions being in force, (iv) CP II having at least $5,000,001 of net tangible assets as of immediately after the closing of the Transactions, (v) there being no Material Adverse Effect (as defined
in the Merger Agreement) on the Company, (vi) the Available Closing Acquiror Cash (as defined in the Merger Agreement) not being less than $1,150,000,000, (vii) the debt financing arranged by the parties having being consummated and
(vii) other customary bringdown conditions.
Termination
The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing of the Transactions,
including:
(i) by mutual written consent of CP II and the Company;
(ii) by either CP II or the Company if a governmental entity shall have issued an order having the effect of permanently enjoining or
prohibiting the Merger, which order is final and nonappealable;
(iii) by either CP II or the Company, if the closing of the Transactions
has not occurred by March 7, 2021 (the Termination Date), unless the breach of any covenants or obligations under the Merger Agreement by the party seeking to terminate shall have primarily caused the failure to consummate
the Transactions on or before such date;
(iv) by either CP II or the Company, if CP IIs shareholders do not approve the Merger at a
meeting of CP IIs shareholders provided, however, that such termination right will not be available to CP II if CP II is in breach of certain of its obligations under the Merger Agreement and such breach is the primary cause of the failure to
obtain the approval of its shareholders;