Advantage Solutions Inc. (the “Company”) today announced the commencement of a private offering of $800 million aggregate principal amount of senior notes due 2027 (the “Unsecured Notes”) and $345 million aggregate principal amount of senior secured notes due 2026 (the “Secured Notes” and, together with the Unsecured Notes, the “Notes”) to be issued by its wholly owned indirect subsidiary, Advantage Sales & Marketing Inc. (the “Issuer”).
Concurrently with the issuance of the Notes, the Issuer expects to enter into a new senior secured first-lien term loan facility (the “New Term Loan Facility”) and a new senior secured asset-based revolving credit facility (the “New Revolving Credit Facility” and, together with the New Term Loan Facility, the “New Senior Secured Credit Facilities”).The Issuer intends to use the net proceeds from the offering, together with borrowings under the New Term Loan Facility and the New Revolving Credit Facility and proceeds from a proposed equity contribution, to fund the repayment of its existing senior secured first-lien term loan facility and its existing senior secured second-lien facility, to place additional cash on the balance sheet and to pay related fees and expenses.
The Unsecured Notes will be guaranteed, jointly and severally, by each of the Issuer’s existing and future wholly owned domestic restricted subsidiaries on a senior unsecured basis, to the extent such subsidiaries are obligors under the New Senior Secured Credit Facilities (collectively, the “Subsidiary Guarantors”). The Unsecured Notes and the related guarantees will be general, senior unsecured obligations of the Issuer and the Subsidiary Guarantors. The Secured Notes will be guaranteed, jointly and severally, by the Subsidiary Guarantors and the Issuer’s direct parent, Karman Intermediate Corp (together with the Subsidiary Guarantors, the “Guarantors”). The Secured Notes and the related guarantees will be general, senior secured obligations of the Issuer and the Guarantors, secured on a first-priority pari passu basis by security interests in all of the assets that secure our New Term Loan Facility on a first-priority basis, and will be secured on a second-priority basis in all inventory, accounts receivable, deposit accounts, securities accounts, certain related assets and other current assets that secure our New Revolving Credit Facility on a first-priority basis and our New Term Loan Facility on a second-priority basis, in each case, subject to certain limitations and permitted liens.
The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Advantage Solutions
Advantage Solutions is a leading business solutions provider committed to driving growth through winning insights and execution. Advantage’s customizable and technology-enabled sales and marketing solutions — including headquarter sales, retail merchandising, business intelligence and a full suite of marketing services — are designed to help manufacturers and retailers across a broad range of channels drive consumer demand, increase sales and achieve operating efficiencies. Headquartered in Irvine, California, Advantage has offices throughout the United States and Canada and maintains a platform in select markets throughout Africa, Asia, Australia and Europe through which it can service the global needs of multinational manufacturers.
This news release includes statements that are forward-looking statements within the meaning of the federal securities laws, including statements related to the offering and use of proceeds therefrom, entry into and borrowings under the New Senior Secured Credit Facilities, the proposed equity contribution and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. These statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such language. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to consummate the proposed financing transactions described above on the expected terms, or at all. The Company cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements. Forward-looking statements speak only as of the date of the particular statement, and the Company undertakes no obligation to update any forward-looking statements contained herein.