On October 28, 2020, the Audit Committee of the Board dismissed WithumSmith+Brown, PC
(Withum), Conyers Parks independent registered public accounting firm prior to the business combination, as Conyers Parks independent registered public accounting firm.
The report of Withum on Conyers Parks, the Companys legal predecessor, balance sheet as of December 31, 2019 and the statements of
operations, changes in stockholders equity and cash flows for the period from May 2, 2019 (inception) to December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainties, audit scope or accounting principles.
During the period from May 2, 2019 (inception) to December 31, 2019 and subsequent interim
period through October 28, 2020, there were no disagreements between the Company and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on Conyers Parks financial statements for such period.
During the period from May 2, 2019 (inception) to December 31, 2019 and subsequent interim period through October 28, 2020, there were no
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
The
Company has provided Withum with a copy of the foregoing disclosures and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of
Withums letter, dated November 3, 2020, is filed as Exhibit 16.1 to this Report.
(b) Disclosures regarding the new independent auditor.
On October 28, 2020, the Audit Committee of the Board approved the engagement of PricewaterhouseCoopers LLP (PwC) as the
Companys independent registered public accounting firm to audit the Companys consolidated financial statements for the year ended December 31, 2020. PwC served as independent registered public accounting firm of Advantage prior to
the business combination. During the years ended December 31, 2019 and December 31, 2018 and the subsequent interim period through October 28, 2020, we did not consult with PwC with respect to (i) the application of accounting
principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that PwC concluded was an important
factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As a result of the Transactions, Conyers Park amended its amended and restated certificate of incorporation to (i) change the name of the company from
Conyers Park II Acquisition Corp. to Advantage Solutions Inc.; (ii) increase the total number of shares of authorized capital stock from 551,000,000 shares to 3,300,000,000 shares, which consist of (A) increasing
the authorized number of shares of (I) Class A common stock from 500,000,000 shares to 3,290,000,000 shares and (II) preferred stock from 1,000,000 shares to 10,000,000 shares, and (B) eliminating the Class B common stock;
(iii) remove provisions that will no longer be applicable to the Company after the Merger and (iv) certain other changes. Reference is made to the disclosure described in the Proxy Statement in the Section entitled Proposal
No. 2The Charter Proposal beginning on page 149 thereof, which is incorporated herein by reference. As described below, the shareholders of Conyers Park approved this amendment and restatement at the Special Meeting. This
summary is qualified in its entirety by reference to the text of the second amended and restated certificate of incorporation, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.