and senior management of the Company comprising the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent
a continuation of the financial statements of the Company with the acquisition being treated as the equivalent of the Company issuing stock for the net assets of Conyers Park, accompanied by a recapitalization. The net assets of Conyers Park will be
stated at historical cost, with no goodwill or other intangible assets recorded. In connection with the Merger, the Company intends to enter into a new term loan facility in the aggregate principal amount of $2.1 billion after repayment of its
existing senior secured first-line term loan facility and senior secured second-lien facility.
21. Events Subsequent to the Original Issuance of the
Consolidated Financial Statements (Unaudited)
On September 7, 2020 the Company entered into an agreement and plan of merger (as
amended, modified, supplemented or waived, the Merger Agreement), with Conyers Park II Acquisition Corp., now known as Advantage Solutions Inc. (Conyers Park), CP II Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Conyers Park (Merger Sub), and Karman Topco L.P., a Delaware limited partnership (Topco).
In
September 2020 and in connection with its entry into the Merger Agreement, Conyers Park entered into subscription agreements (collectively, the Subscription Agreements) pursuant to which certain investors, including the CP Sponsor and
participating equityholders of Topco (the Advantage Sponsors), agreed to purchase Common Stock at a purchase price of $10.00 per share (the PIPE Investment).
On October 27, 2020, Conyers Park held a special meeting of stockholders (the Special Meeting), at which the Conyers Park
stockholders considered and adopted, among other matters, a proposal to approve the business combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related
agreements. Pursuant to the terms of the Merger Agreement, following the Special Meeting, on October 28, 2020 (the Closing Date), Merger Sub was merged with and into the Company with the Company being the surviving company in the merger
(the Merger and, together with the other transactions contemplated by the Merger Agreement, the Transactions). On the Closing Date, the PIPE Investment was consummated, and 85,540,000 shares of Common Stock were sold for
aggregate gross proceeds of $855.4 million. Of the 85,540,000, the CP Sponsor and the Advantage Sponsors acquired 35,540,000 shares of Common Stock, and other purchasers acquired 50,000,000 shares of Common Stock.
Holders of 32,114,818 shares of Conyers Parks Class A common stock (Common Stock) sold in its initial public offering
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, $10.06 per share, or $323.1 million in the aggregate (collectively, the Redemptions).
As a result of
the Merger, among other things, pursuant to the Merger Agreement, Conyers Park issued to Topco, as sole stockholder of Advantage prior to the Merger, an aggregate consideration equal to (a) 203,750,000 shares of Common Stock, and
(b) 5,000,000 shares of Common Stock that will remain subject to forfeiture unless and until vesting upon the achievement of a market performance condition.
After giving effect to the Transactions, the Redemptions, and the consummation of the PIPE Investment, there were currently 313,425,182 shares
of Common Stock issued and outstanding as of the Closing Date. The Common Stock and outstanding warrants of Conyers Park (renamed Advantage Solutions Inc.) commenced trading on the Nasdaq Stock Market under the symbols ADV
and ADVWW, respectively, on October 29, 2020.
As noted above, an aggregate of $323.1 million was paid from the Conyers
Parks trust account to holders in connection with the Redemption, and the remaining balance immediately prior to the closing of the Transactions of approximately $131.2 million remained in the trust account. The remaining amount in the trust
account,
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