13. Related Party Transactions
Conyers Park and the Transactions
In May 2019, Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC, which was Conyer Parks sponsor prior to the
Merger (CP Sponsor) purchased 11,500,000 of Conyers Parks Class B ordinary shares for an aggregate purchase price of $25,000 in cash, or approximately $0.002 per share. In June 2019, CP Sponsor transferred 25,000 shares to each of
four individuals, including a current member of the board of directors of the Company. At the time of the Closing, the 11,250,000 shares of Conyers Park Class B common stock, par value $0.0001 per share, then held by CP Sponsor and its directors
automatically converted into shares of our Class A common stock. CP Sponsor also purchased 7,333,333 private placement warrants for a purchase price of $1.50 per whole warrant, or $11,000,000 in the aggregate, in private placement transactions that
occurred simultaneously with the closing of the Conyers Parks initial public offering and related over-allotment option. As a result of the Closing, each private placement warrant entitles CP Sponsor to purchase one share of our Class A Common
Stock at $11.50 per share.
Concurrent with the execution of the Merger Agreement, Conyers Park entered into the subscription agreements
with certain investors (collectively, the Subscription Agreements), pursuant to which, among other things, Conyers Park agreed to issue and sell in a private placement shares of Conyers Park Class A common stock for a purchase price of
$10.00 per share. Certain of the Advantage Sponsors or their affiliates agreed to purchase an aggregate of 34,410,000 shares of Conyers Park Class A common stock. Conyers Park also entered into a stockholders agreement (the Stockholders
Agreement) with CP Sponsor, Topco, and certain of the Advantage Sponsors and their affiliates (collectively, the Stockholder Parties). The Stockholders Agreement provides, among other things, that the Stockholder Parties agree to
cast their votes such that the Companys board of directors is constituted as set forth in the Stockholders Agreement and the Merger Agreement and will have certain rights to designate directors to the Companys board of directors, in each
case, on the terms and subject to the conditions therein. Additionally, Conyers Park entered into a Registration Rights Agreement with CP Sponsor, Topco, the Advantage Sponsors and their affiliates and the other parties thereto, pursuant to which
the Company have agreed to register for resale certain shares of Class A common stock and other equity securities that are held by the parties thereto from time to time.
Management Fees
The Company incurred $1.4 million, $5.5 million, and $5.5 million, in management fees to certain entities affiliated with or
advised by CVC Capital Partners, Leonard Green & Partners, Bain Capital, Juggernaut Management, LLC, and Centerview Capital, L.P. for the years ended December 31, 2020, 2019, and 2018, respectively, which are included in Selling,
general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. As of the closing of the Transactions, the management service agreements were terminated other than certain provisions, which survive,
related to indemnification and expense advancement.
Overlapping Directors
Until February 2, 2020, a member of the board of directors of Topco served as a member of the board of directors for a holding company of a
client. During the years ended December 31, 2020, 2019, and 2018, the Company recognized revenues of $3.9 million, $41.8 million, and $43.0 million, respectively, from this client. Accounts receivable from this client were zero and
$7.0 million as of December 31, 2020, and 2019, respectively.
Beginning October 28, 2020, three members of the board of directors of
Topco served as the members of the board of directors of another client of the Company. During the year ended December 31, 2020, the Company recognized revenues of $0.2 million from this client. Accounts receivable from this client was less
than $0.1 million as of December 31, 2020.
Until October 28, 2020, a member of the board of directors of Topco served as a member of
the board of directors of another client of the Company since the appointment on June 25, 2019. During the years ended December 31, 2020 and 2019, the Company recognized revenues of $16.4 million and $5.4 million, respectively, from
this client. Accounts receivable from this client was zero and $0.1 million as of December 31, 2020 and 2019, respectively.
Investment in Unconsolidated Affiliates
During the years ended December 31, 2020, 2019, and 2018, the Company recognized revenues of $19.6 million, $21.9 million, and
$23.5 million, respectively, from the parent company of an investment in unconsolidated affiliates. Accounts receivable from this client were $2.2 million and $2.2 million as of December 31, 2020 and 2019, respectively.
Long-term Debt
Certain funds managed by CVC Credit Partners, which is part of the same network of companies providing investment management advisory services
operating under the CVC brand as CVC Capital Partners, act as lenders under the Companys New Term Loan Facility. As of December 31, 2020, the funds managed by CVC Credit Partners held $11.3 million of the aggregate principal outstanding
under the New Term Loan Facility.
Prior to the Closing of the Transactions, the funds managed by CVC Credit Partners under the
Companys First Lien Term Loans and Second Lien Term Loans were $100.2 million and $31.1 million, respectively, as of December 31, 2019.
Intercompany Promissory Notes
Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company, entered into intercompany loan agreements with
Topco, pursuant to which Topco has borrowed various amounts totaling $6.0 million from Advantage Sales & Marketing Inc. to facilitate the payment to certain former associates for
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