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, announced today that they have completed their
business combination. The transaction had been previously
unanimously approved by the board of directors of Conyers Park and
was approved at a special meeting of Conyers Park’s stockholders on
July 5, 2017. Per the terms of the merger agreement, Conyers Park
and Atkins have combined under a new holding company, The Simply
Good Foods Company (“Simply Good Foods”). The common stock and
warrants of Simply Good Foods will be listed on the NASDAQ stock
exchange beginning July 10, 2017 under the symbols “SMPL” and
“SMPL.W,” respectively.
As previously announced, along with the $402.5 million of cash
held in Conyers Park’s trust account raised from its IPO in July
2016, $100 million of capital for the acquisition was received from
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 certain funds and
accounts advised by T. Rowe Price Associates, Inc. Following the
closing, the stock ownership of Simply Good Foods includes Conyers
Park’s previous public shareholders (57%), certain previous equity
owners of Atkins, including affiliates of Roark Capital Group
(“Roark”) (13%), Conyers Park Founders (14%), and the common stock
private placement investors (14%). Jim Kilts and Dave West,
executive founders of Conyers Park and long-time business leaders
in the consumer food sector, will serve as Chairman and Executive
Vice Chairman of Simply Good Foods, respectively. Joseph Scalzo,
President and Chief Executive Officer of Atkins, will continue in
this role leading Simply Good Foods.
Jim Kilts stated, “Simply Good Foods has many exciting
opportunities for growth within the snacking space and broader food
category and we are excited to make this step in our evolution. The
Company is well positioned given its loyal Atkins® brand consumer
base, strong leadership, dedicated team members, and relevance with
key retailers. We are eager to work with the management team and
the new Simply Good Foods board members applying our consumer
products expertise to assist in its future business
progression.”
Dave West said, “Atkins, an iconic American brand for consumers
who are focused on overall health and wellness, is the first part
of what we believe will be a platform for growth in consumer
products over the long-term. Joe and his team have done a
tremendous job consistently delivering operational and financial
results, and we are excited to partner with an innovative, growing
company that has significant reach and potential long into the
future.”
Joseph Scalzo added, “We have a solid foundation for continued
growth with our combination of consistent growth, high free cash
flow, unique brand attributes, shelf leadership, and industry
tailwinds. Going forward, we believe our prospects for continued
growth are very compelling and we look forward to teaming with
Conyers Park to create shareholder value at Simply Good Foods.”
Brian Ratzan, also an executive founder of Conyers Park,
concluded, “We expect Simply Good Foods to be active in future
packaged foods M&A as we leverage the scalable platform we have
created including our best-in-class, core competencies in product
development and marketing.”
Upon completion of the transaction, the board of directors of
Simply Good Foods consists of Jim Kilts as Chairman, Dave West as
Executive Vice Chairman, Joseph Scalzo, Clayton C. Daley, Jr., Nomi
P. Ghez, James E. Healey, Arvin “Rick” Kash, Richard T. Laube,
Robert G. Montgomery, and Brian Ratzan.
Goldman Sachs & Co. acted as placement agent for the common
stock private placement in connection with the transaction. The
transaction included committed debt financing from Barclays and
Goldman Sachs & Co. Deutsche Bank Securities Inc. acted as
financial and capital markets advisor to Atkins. Kirkland &
Ellis LLP acted as legal advisor to Conyers Park. King &
Spalding LLP acted as legal advisor to Atkins.
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., with executive founders Jim Kilts and Dave West,
long-time business leaders in the consumer products sector, and
NCP-ATK Holdings, Inc. Today, its highly-focused product portfolio
consists primarily of nutrition bars, ready-to-drink shakes,
snacks, confectionery products and frozen meals marketed under the
Atkins®, SimplyProtein®, Atkins Endulge® and Atkins Harvest Trail
brand names. 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 aspires to become a
portfolio of brands that bring simple goodness, happiness and
positive experiences to consumers and their families. For more
information, visit www.thesimplygoodfoodscompany.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,
confectionery products and frozen meals marketed under the Atkins®,
Atkins Endulge®, and Atkins Harvest Trail 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 was a special purpose acquisition
company that completed its initial public offering in July 2016.
Conyers Park was 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., and Mr. Dave
West, former Chief Executive Officer and President of Big Heart Pet
Brands (formerly known as Del Monte Foods), former Chief Executive
Officer, President and a director of Hershey, former Chief
Operating Officer, Chief Financial Officer, Chief Customer Officer,
and Senior Vice President of Strategy and Business Development of
Hershey, and former Senior Vice President, Finance, and Vice
President, Corporate Strategy and Business Planning of Nabisco
Biscuit and Snacks group. For more information, please visit
www.centerviewcapital.com/conyers-park.
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 78 countries. Roark's current brands include Anytime
Fitness, Arby's, Atkins, 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.
Forward Looking Statements
This communication includes “forward-looking statements”
regarding Simply Good Foods that reflect the current views of
management that are based on information currently available. This
information is, where applicable, based on estimates, assumptions
and analyses that Simply Good Foods believes, 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,” “could,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “continue,”
“potential”, “prospects” or other similar words, and include
statements regarding the plans, strategies, objectives, targets,
and expected financial performance of Simply Good Foods. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control of Simply Good Foods, including those described in the
prospectus of Simply Good Foods dated June 15, 2017. There
may be additional risks that Simply Good Foods does not presently
know or that it currently believes 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. Readers are
cautioned not to place undue reliance on forward-looking statements
as a predictor of future performance as such statements 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 Simply Good Foods. All
information herein speaks only as of the date hereof. Simply Good
Foods undertakes no duty to update or revise the information
contained herein, publicly or otherwise.
For inquiries regarding The Simply Good Foods Company, please contact:
Katie Turner/ Rachel Perkins
ICR
646-277-1228
Katie.turner@icrinc.com
Rachel.perkins@icrinc.com
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