Completion of Acquisition or Disposition of
As described above, on October 27, 2020, Conyers Park held the
Special Meeting, at which the Conyers Park stockholders considered
and adopted, among other matters, a proposal to approve the Merger
Agreement and the Transactions. On October 28, 2020, the
parties consummated the Merger.
Holders of 32,114,818 shares of Conyers Park’s Class A common
stock sold in its initial public offering (the “public
shares”) properly exercised their right to have such shares
redeemed for a full pro rata portion of the trust account holding
the proceeds from Conyers Park’s initial public offering,
calculated as of two business days prior to the consummation of the
business combination, which was approximately $10.06 per share, or
$323.1 million in the aggregate.
As a result of the Merger, among other things, pursuant to the
Merger Agreement, Conyers Park issued to Karman Topco L.P.
(“Topco”), as sole stockholder of Advantage prior to the
Merger, an aggregate consideration equal
to (a) 203,750,000 shares of Conyers Park Class A
common stock, and (b) 5,000,000 shares of Conyers Park
Class A common stock, which will remain subject to forfeiture
unless and until vesting upon the achievement of a market
performance condition described further in the Proxy Statement.
Additionally, the 11,250,000 shares of Conyers Park Class B
common stock, par value $0.0001 per share, held by Conyers Park II
Sponsor LLC (the “Sponsor”) automatically converted to
shares of Class A common stock.
In September 2020, Conyers Park entered into subscription
agreements (collectively, the “Subscription Agreements”)
pursuant to which certain investors agreed to subscribe for shares
of Conyers Park’s Class A common stock at a purchase price of
$10.00 per share. The purchasers under the Subscription Agreements,
other than the Sponsor and participating equityholders of Topco
(the “Advantage Sponsors”) and their affiliates, agreed to
purchase an aggregate of 50,000,000 shares of Class A common
stock. Certain of the Advantage Sponsors or their affiliates and
the Sponsor agreed to purchase an aggregate of 20,000,000 shares of
Class A common stock, or, in their sole discretion, up to
45,000,000 shares in the event Conyers Park’s public stockholders
exercised their redemption rights in connection with the Merger and
in order to meet the minimum cash condition specified in the Merger
Agreement (collectively, the “PIPE Investment”).
At the Closing, the Company consummated the PIPE Investment and
issued 85,540,000 shares of its Class A common stock for
aggregate gross proceeds of $855.4 million.
After giving effect to the Transactions, the redemption of public
shares as described above, and the consummation of the PIPE
Investment there are currently 318,425,182 shares of the Company’s
Class A common stock issued and outstanding. The Company’s
Class A common stock and warrants commenced trading on the
Nasdaq Stock Market LLC (“NASDAQ”) under the symbols “ADV”
and “ADVWW”, respectively, on October 29, 2020, subject to
ongoing review of the Company’s satisfaction of all listing
criteria following the business combination.
As noted above, an aggregate of $323.1 million was paid from
the Company’s trust account to holders that properly exercised
their right to have public shares redeemed, and the remaining
balance immediately prior to the Closing of approximately
$131.2 million remained in the trust account. The remaining
amount in the trust account was used to fund the business
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the
registrant was a shell company, as Conyers Park was immediately
before the Merger, then the registrant must disclose the
information that would be required if the registrant were filing a
general form for registration of securities on Form 10.
Accordingly, the Company is providing below the information that
would be included in a Form 10 if it were to file a
Form 10. Please note that the information provided below
relates to the combined company after the consummation of the
Merger, unless otherwise specifically indicated or the context