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): February 11, 2025
TURNING POINT BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-37763
20-0709285
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5201 Interchange Way
Louisville, KY
  
40229
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (502) 778-4421
(Former name or former address if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
TPB
New York Stock Exchange
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:

☐
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01.
Other Events.
 
Purchase Agreement
 
On February 11, 2025, Turning Point Brands, Inc., a Delaware corporation (“TPB” or the “Company”), and each of the Company’s wholly-owned domestic restricted subsidiaries that currently guarantee the Company’s Senior Secured Notes due 2026 (the “Existing Notes,” and such subsidiaries, the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Barclays Capital Inc., as the representative (the “Representative”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $300.0 million aggregate principal amount of its 7.625% Senior Secured Notes due 2032 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will be the Company's senior secured obligations and will be guaranteed on a senior secured basis by the Guarantors. The Company estimates that the net proceeds from this offering will be approximately $294.0 million after deducting the Initial Purchasers’ discounts and commissions and its estimated offering expenses.
 
The Company intends to use the net proceeds from the issuance and sale of the Notes (i) to refinance all of the Existing Notes, (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes.
 
The Purchase Agreement contains customary representations, warranties and covenants by the Company and the Guarantors together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.
 
On February 11, 2025, the Company issued a press release with respect to the pricing of its offer and sale of the Notes. A copy of this press release is filed as Exhibit 99.1 to this report and incorporated by reference.
 
This 8-K does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these Notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits:
 
Press release of the Company dated February 11, 2025 announcing the pricing of its private offering.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
SIGNATURES
 
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.
 
 
TURNING POINT BRANDS, INC.
     
Date: February 11, 2025
By:
/s/ Brittani N. Cushman
 
Name:
Brittani N. Cushman
 
Title:
Senior Vice President, General Counsel and Secretary


Exhibit 99.1

 

Turning Point Brands Announces Pricing of $300,000,000 of 7.625% Senior Secured Notes due 2032
 
LOUISVILLE, KY. (February 11, 2025) Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, today announced that is has priced its previously announced private offering (the “Offering”) of $300.0 million aggregate principal amount of its 7.625% senior secured notes due 2032 (the “Notes”). The Notes are to be sold at an issue price of 100.000% of the principal amount, will bear interest at a rate of 7.625% and will mature on March 15, 2032. The Notes will be TPB’s senior secured obligations and will be guaranteed on a senior secured basis by each of TPB’s wholly-owned domestic restricted subsidiaries that currently guarantee TPB’s Senior Secured Notes due 2026 (the “Existing Notes”).
 
The sale of the Notes to the initial purchasers is expected to settle on February 19, 2025, subject to customary closing conditions, and is expected to result in approximately $294.0 million in net proceeds to the Company after deducting the initial purchasers’ discount and estimated offering expenses payable by the Company. TPB intends to use the proceeds from the Offering (i) to refinance all of the Existing Notes, (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes. The closing of the Offering is subject to customary conditions.
 
The Notes and the related guarantees are being offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the Notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction’s securities laws.
 
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum.
 
Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan" and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by TPB in this press release, its reports filed with the Securities and Exchange Commission (the “SEC”) and other public statements made from time-to-time speak only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict or identify all such events or how they may affect it. TPB has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to those included it the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by the Company with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
 
About Turning Point Brands, Inc.

Turning Point Brands (NYSE: TPB) is a manufacturer, marketer and distributor of branded consumer products including alternative smoking accessories and consumables with active ingredients through its iconic Zig-Zag® and Stoker’s® brands. TPB’s products are available in more than 217,000 retail outlets in North America, and on sites such as www.zigzag.com. For the latest news and information about TPB and its brands, please visit www.turningpointbrands.com.
 
Contact:
Turning Point Brands, Inc.
ir@tpbi.com


v3.25.0.1
Document and Entity Information
Feb. 11, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 11, 2025
Entity File Number 001-37763
Entity Registrant Name TURNING POINT BRANDS, INC.
Entity Central Index Key 0001290677
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-0709285
Entity Address, Address Line One 5201 Interchange Way
Entity Address, City or Town Louisville
Entity Address, State or Province KY
Entity Address, Postal Zip Code 40229
City Area Code 502
Local Phone Number 778-4421
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol TPB
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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