NEW YORK and DENVER, April 11,
2017 /PRNewswire/ -- Conyers Park Acquisition Corp.
(NASDAQ: CPAA) ("Conyers Park"), a
publicly traded special purpose acquisition company, and an
affiliate of Atkins Nutritionals, Inc. ("Atkins"), a leading
developer, marketer and seller of branded nutritional food and
snacking products currently owned by affiliates of Roark Capital
Group ("Roark"), announced that they have entered into a definitive
agreement. Under the terms of the agreement, Conyers Park and Atkins will combine under a new
holding company, The Simply Good Foods Company ("Simply Good
Foods"), which will list on the NASDAQ stock exchange under the
symbol SMPL upon closing of the proposed transaction. The new
company will have an anticipated initial enterprise value of
approximately $856 million, or 11.6x
Atkins' estimated Calendar Year 2017 Pro Forma EBITDA of
$74 million.
Jim Kilts and Dave West, executive founders of Conyers Park
and longtime business leaders in the consumer food sector, will
serve as Chairman and Executive Vice Chairman of Simply Good Foods,
respectively. Brian Ratzan, also an
executive founder of Conyers Park, will become a director of Simply
Good Foods. Joseph Scalzo, current
Chief Executive Officer of Atkins, will continue in that role and
lead the new company.
Mr. Kilts commented: "I am excited to help build the
Atkins® brand and its promise of simply good and
nutritious food. Throughout my career, I have worked on numerous
brands that both delight and satisfy consumers. We plan to add to
our Simply Good Foods portfolio over time with brands that bring
simple goodness, happiness and positive experiences to consumers
and their families."
"Atkins is an iconic American brand that has pioneered
innovative food and snacking products for consumers who are focused
on overall health and wellness," said Mr. Scalzo. "Atkins is the
original innovator of the low-carb, low-sugar, protein-rich
approach to nutrition and healthier weight that has been very
compelling to our consumers who want to make smarter and healthier
choices. As a result, Atkins has become a destination brand in its
aisle, and the company has achieved eight consecutive years of
retail sales growth.
"Roark has been a uniquely valuable and supportive partner to
the entire Atkins management team. Their insights and support have
helped us thoughtfully grow the brand and business. Looking
forward, access to public capital markets, combined with the
operating experience and wisdom of Jim and Dave, will allow us to
build on Atkins' brand heritage and consumer loyalty as we focus on
growing our brand and introducing it to new consumers," continued
Mr. Scalzo.
Mr. West said: "Atkins has many of the attributes that we find
compelling: ownership of a unique consumer idea, a solid business
model, relevance with key retailers, and a very exciting growth
opportunity. With Atkins as the first part of the platform, Simply
Good Foods is poised to become a dynamic vehicle for future
long-term growth and M&A within both the snacking space and
broader food category."
Additional Transaction Terms and Conditions
This transaction will be funded through a combination of cash,
stock, and debt financing. The selling equity owners of Atkins will
receive $730,125,000 in total
consideration, inclusive of 10,250,000 shares of common stock of
Simply Good Foods valued at $10.00
per share, subject to adjustment in accordance with the terms of
the definitive agreement. The selling equity owners will also be
entitled to cash payments pursuant to a Tax Receivable Agreement
relating to certain Atkins' income tax attributes.
Along with the $402.5 million of
cash held in Conyers Park's trust
account, Conyers Park has secured
commitments for a $100 million common
stock private placement at $10.00 per
share from large institutional investors including certain funds
managed by Fidelity Management and Research Company or its
affiliates, one or more funds managed by Capital Research and
Management Company, and funds and accounts advised by T. Rowe Price
Associates, Inc.
The proposed stock ownership of Simply Good Foods includes the
investment in Conyers Park's initial
public offering (57%), the selling equity owners of Atkins (15%),
Conyers Park Founders (14%), and the common stock private placement
investment (14%).
Goldman Sachs & Co. acted as placement agent on the common
stock private placement in connection with the transaction. The
proposed transaction includes committed debt financing from
Barclays and Goldman Sachs & Co. Deutsche Bank Securities Inc.
is acting as financial and capital markets advisor to Atkins.
Kirkland & Ellis LLP is acting as legal advisor to Conyers
Park. King & Spalding LLP is acting as legal advisor to
Atkins.
The board of directors of Conyers Park has unanimously approved
the proposed transaction. Completion of the proposed
transaction, which is expected in June
2017, is subject to customary and other closing conditions,
including regulatory approvals, receipt of approvals from
Conyers Park's stockholders, and
completion of the offer for Conyers
Park's stockholders to redeem their shares.
Conference Call Information
At 8:00 AM ET on April 11,
2017, Conyers Park will be holding an investor
teleconference and web presentation to discuss the transaction. The
call and webcast can be accessed by dialing (877) 865-3006
(domestic toll-free number) or (973) 935-8772 (international) using
conference ID: 4485597 or by visiting
http://event.on24.com/clients/messagebank/ConyersPark.
A replay of the teleconference and webcast will also be
available from April 11, 2017 to
April 18, 2017. The replay can be
accessed by dialing (800) 585-8367 (domestic toll-free number)
or (404) 537-3406 (international) using conference ID: 4485597 or
by visiting
http://event.on24.com/clients/messagebank/ConyersPark.
A replay of the teleconference as well as the investor
presentation will also be available on Conyers Park's website,
www.centerviewcapital.com/conyers-park.
Media Contacts
Christina Stenson / Julien
Trosdorf
Brunswick Group
415-671-7545
cstenson@brunswickgroup.com
jtrosdorf@brunswickgroup.com
About Atkins Nutritionals, Inc.
Atkins Nutritionals, Inc. is a growing developer, marketer and
seller of branded nutritional food and snacking products. Its
highly-focused product portfolio consists primarily of nutrition
bars, ready-to-drink shakes, snacks and confectionery products
marketed under the Atkins®, SimplyProtein®,
Atkins Endulge®, Atkins Harvest
Trail, and Atkins Lift brand names. Over the past 45 years,
Atkins has become an iconic American brand rooted in the
nutritional principles of reduced sugar and carbohydrates, with
optimal protein and good fats. Atkins products are available online
at Atkins.com and in more than 43,000 locations throughout the U.S.
and internationally. To learn more about Atkins, visit
www.atkins.com.
About Conyers Park Acquisition Corp.
Conyers Park is a special purpose
acquisition company that completed its initial public offering in
July 2016. Conyers Park was formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization, or business
combination with one or more businesses. Conyers Park is sponsored by Conyers Park LLC,
which was formed for the express purpose of acting as the sponsor
for Conyers Park. Conyers Park LLC
is an affiliate of Centerview Capital, an investment company
founded in 2006 by Mr. Jim Kilts,
former Chairman of the Board, Chief Executive Officer, and
President of Gillette, former Vice Chairman of the Board of The
Procter & Gamble Company, former President and Chief Executive
Officer of Nabisco, former Executive Vice President of The Philip
Morris Companies, former President of Kraft USA and Oscar
Mayer, and former Chairman of the Board of Nielsen Holdings
N.V. For more information, please visit
www.centerviewcapital.com/conyers-park. Conyers Park common stock, units and warrants
are listed on the NASDAQ Stock Exchange under the symbols "CPAA",
"CPAA.U" and "CPAA.W", respectively.
About Roark Capital
Roark focuses on franchised and multi-unit business models in
the retail, restaurant, consumer and business services sectors.
Since inception, affiliates of Roark have invested in 59
franchise/multi-unit brands, which have generated $24 billion in annual system revenues from 27,000
locations in 50 states and 75 countries. Roark's current brands
include Anytime Fitness, Arby's, Atkins Nutritionals, Batteries
Plus Bulbs, CKE Restaurants (the owner of Carl Jr.'s and Hardee's),
Corner Bakery, Driven Brands (the owner of Maaco, Meineke, CARSTAR,
1-800 Radiator and Take 5 Oil Change), Drybar, FOCUS Brands (the
owner of Auntie Anne's Pretzels, Carvel Ice Cream, Cinnabon,
McAlister's Deli, Moe's Southwest Grill, and Schlotzsky's), Great
Expressions Dental Centers, Il Fornaio, Jimmy John's, Massage Envy, Miller's Ale House,
Naf Naf Grill, Orangetheory Fitness,
Pet Retail Brands (the owner of Pet Supermarket and Pet Valu),
Primrose Schools, and Waxing the City. For more information, please
visit www.roarkcapital.com.
About The Simply Good Foods Company
The Simply Good Foods Company, or "Simply Good Foods", is the
company created by the business combination of Conyers Park
Acquisition Corp. and Atkins Nutritionals. Simply Good Foods will
look to expand its platform through investment opportunities in the
snacking space and broader food category. Over time, Simply
Good Foods will look to become a portfolio of brands that bring
simple goodness, happiness and positive experiences to consumers
and their families. Simply Good Foods will list its common stock
and warrants on the NASDAQ stock exchange under the symbols "SMPL"
and "SMPL.W", respectively.
Forward Looking Statements
This communication includes "forward-looking statements"
regarding Atkins and Conyers Park
that reflect the current views of management of Atkins and Conyers
Park that are based on information currently available, including
their financial conditions, their results of operations, the
proposed transaction between Conyers
Park and Atkins, the estimated or anticipated future results
of the combined company and the benefits of the proposed
transaction, the likelihood and ability of the parties to
successfully consummate the proposed transaction, and future
opportunities for the combined company. This information is, where
applicable, based on estimates, assumptions and analyses that
Atkins and Conyers Park believe, as
of the date hereof, provide a reasonable basis for the information
contained herein. Forward-looking statements can generally be
identified by the use of forward-looking words such as "may,"
"will," "would," "could," "expect," "intend," "plan," "aim,"
"estimate," "target," "anticipate," "believe," "continue,"
"objectives," "outlook," "guidance" or other similar words, and
include statements regarding the plans, strategies, objectives,
targets, and expected financial performance of Atkins and Conyers
Park. These forward-looking statements involve known and
unknown risks, uncertainties and other factors, many of which are
outside the control of Atkins and Conyers Park and their respective
officers, employees, agents, or associates, including: changes in
the business environment, including general financial, economic and
regulatory conditions affecting the industry in which Atkins
operates; changes in taxes, governmental laws, and regulations;
competitive product and pricing activity; difficulties of managing
growth profitably; the loss of one or more members of Atkins' or
Conyers Park's management teams; the
inability of the parties to successfully or timely consummate the
proposed transaction, including the risk that the required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed
transaction or that the approval of the stockholders of Conyers
Park is not obtained; failure to realize the anticipated benefits
of the proposed transaction, including as a result of a delay in
consummating the proposed transaction; the inability to realize the
expected amount and timing of cost savings and operating synergies;
the risks discussed in Conyers
Park's Annual Report on Form 10-K for the year ended
December 31, 2016 under the heading
"Risk Factors," as updated from time to time by Conyers Park's Quarterly Reports on Form 10-Q
and other documents of Conyers Park on file with the Securities and
Exchange Commission ("SEC") or in the Registration Statement on
Form S-4 that will be filed with the SEC by The Simply Good Foods
Company (the "Registration Statement"). There may be additional
risks that neither Conyers Park nor
Atkins presently know or that Conyers
Park or Atkins currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. Actual results, performance or
achievements may differ materially and potentially adversely from
any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be
no assurance that the data contained herein is reflective of future
performance to any degree. Readers are cautioned not to place undue
reliance on forward-looking statements as a predictor of future
performance as projected financial information, cost savings,
synergies, and other information are based on estimates and
assumptions that are inherently subject to various significant
risks, uncertainties, and other factors, many of which are beyond
the control of Atkins and Conyers Park. All information herein
speaks only as of the date hereof. Atkins and Conyers Park undertake no duty to
update or revise the information contained herein, publicly or
otherwise. Forecasts and estimates regarding Atkins' industry are
based on sources Atkins and Conyers
Park believe to be reliable, however there can be no
assurance these forecasts and estimates will prove accurate in
whole or in part.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction.
Additional Information and Where to Find It
For additional information on the proposed transaction, see
Conyers Park's Current Report on
Form 8-K, which will be filed promptly.
In connection with the proposed transaction, The Simply Good
Foods Company intends to file a Registration Statement on Form S-4,
which will include a preliminary proxy statement/prospectus of
Conyers Park. Conyers Park will mail
a definitive proxy statement/prospectus and other relevant
documents to its stockholders.
Investors and security holders of Conyers Park are advised to
read, when available, the preliminary proxy statement, and
amendments thereto, and the definitive proxy statement in
connection with Conyers Park's
solicitation of proxies for its special meeting of stockholders to
be held to approve the proposed transaction because the proxy
statement/prospectus will contain important information about the
proposed transaction and the parties to the proposed
transaction. The definitive proxy statement/prospectus will
be mailed to stockholders of Conyers Park as of a record date to be
established for voting on the proposed transaction.
Stockholders will also be able to obtain copies of the
Registration Statement, proxy statement/prospectus, and Form 8-K,
without charge, once available, at the SEC's website at
www.sec.gov.
Participants in the Solicitation
Conyers Park and Atkins and their
respective directors, executive officers, other members of
management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Conyers Park's stockholders in connection with
the proposed transaction. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed transaction of Conyers
Park's directors and officers in Conyers Park's filings with the SEC, including
Conyers Park's Annual Report on Form
10-K for the fiscal year ended December 31,
2016, which was filed with the SEC on March 31, 2017, and Conyers Park's Current Report on Form 8-K, which
was filed with the SEC on April 11,
2017, and such information will also be in the Registration
Statement to be filed with the SEC by The Simply Good Foods
Company, which will include the proxy statement/prospectus of
Conyers Park for the proposed transaction.
Non-GAAP Financial Measure and Related Information
This communication includes Pro Forma EBITDA, a financial
measure that is not prepared in accordance with U.S. generally
accepted accounting principles ("GAAP"). The items excluded from
Pro Forma EBITDA are important in understanding Pro Forma EBITDA.
Pro Forma EBITDA is defined as EBITDA (which is defined as net
income (loss), before interest expense, income tax benefit
(expense), and depreciation and amortization expense) as explained
in the investor presentation filed as an exhibit to the Current
Report on Form 8-K filed by Conyers
Park with the SEC today. Atkins management believes that
this non-GAAP measure of financial results provides useful
information to management and investors regarding certain financial
and business trends relating to Atkins' financial condition and
results of operations. You should review the reconciliation of
Atkins' non-GAAP financial measures to the comparable GAAP
financial measures which will be contained in the Registration
Statement and investor presentation to be filed by The Simply Good
Foods Company, and not rely on any single financial measure to
evaluate Atkins' business. In addition, certain of the financial
information of Atkins contained herein is unaudited and does not
conform to SEC Regulation S-X and as a result such information may
be presented differently in future filings by The Simply Good Foods
Company with the SEC.
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SOURCE Conyers Park Acquisition Corp.