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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 23, 2026

 

 

Advantage Solutions Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38990   83-4629508

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7676 Forsyth Boulevard, Fifth Floor  
St. Louis, Missouri   63105
(Address of principal executive offices)   (Zip Code)

(314) 655-9333

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Class A common stock, par value $0.0001 par value per share   ADV   NASDAQ Global Select Market

Indicate by check mark whether any registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 1.01

Entry into a Material Definitive Agreement.

On February 23, 2026, Advantage Sales & Marketing Inc. (the “Company”), an indirect subsidiary of Advantage Solutions Inc. (the “Parent”), received the early results in connection with the Company’s previously announced exchange offer (the “Exchange Offer”) to exchange any and all of its outstanding 6.50% Senior Secured Notes due 2028 (the “Existing Notes”) for a combination of Company’s newly issued 9.000% Senior Secured Notes due 2030 (the “New Notes”) and cash, and a related consent solicitation (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Notes (the “Existing Notes Indenture”) to eliminate substantially all of the affirmative and negative covenants, mandatory offers to purchase, change of control provisions, and events of default provisions, and remove certain other provisions contained in the Existing Notes Indenture (the “Proposed Amendments”), to terminate the guarantees provided by the subsidiary guarantors of the Existing Notes (the “Guarantor Release”) and to release all of the collateral securing the Existing Notes (the “Collateral Release”). As of 5:00 p.m. (New York City time) on February 23, 2026 (the “Early Tender Date”), holders had validly tendered (and not validly withdrawn) $589,883,000 aggregate principal amount of Existing Notes, representing greater than 99% of the total principal amount of Existing Notes outstanding (the “Tendered Notes”), and delivered their related consents to the Proposed Amendments, Guarantor Release, and Collateral Release. Accordingly, the requisite consents to the Proposed Amendments, Guarantor Release, and Collateral Release have been obtained.

The withdrawal deadline for the Exchange Offer and Consent Solicitation occurred at 5:00 p.m. (New York City time) on February 23, 2026 (the “Withdrawal Deadline”) and is not being extended by the Company. As a result, the Tendered Notes and related consents may no longer be withdrawn, except in the limited circumstances described in the Offering Memorandum (as defined below). Following the Withdrawal Deadline, the Company, the guarantors named therein, and Wilmington Trust, National Association, as trustee and collateral agent, entered into that certain Second Supplemental Indenture (the “Supplemental Indenture”) to the Existing Notes Indenture to give effect to the Proposed Amendments, the Guarantor Release, and the Collateral Release. The Proposed Amendments, the Guarantor Release and the Collateral Release are expected to become operative upon the settlement of the Exchange Offer and Consent Solicitation, which is expected to occur on March 11, 2026 (the “Settlement Date”).

The foregoing description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On February 24, 2026, the Parent issued a press release announcing the early tender results of the Exchange Offer and Consent Solicitation and entry into the Supplemental Indenture. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.


The Exchange Offer and Consent Solicitation is being made pursuant to, and subject to the terms and conditions set forth in, the Confidential Offering Memorandum and Consent Solicitation Statement, dated February 9, 2026 (the “Offering Memorandum”). The Exchange Offer and Consent Solicitation are being made, and the New Notes are being offered and issued, pursuant to an exemption from the registration requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Concurrently with the Exchange Offer and Solicitation of Consents, the Company is also conducting (i) a solicitation of consents from the lenders under the Company’s term loan facility (the “Existing Term Loan Facility”) outstanding under the First Lien Credit Agreement, dated as of October 28, 2020, by and among the Company, Karman Intermediate Corp., the guarantors party thereto, each lender from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”) to adopt certain proposed amendments to the Existing First Lien Credit Agreement and (ii) an offer to lenders under the Existing Term Loan Facility to prepay their Existing Term Loans in exchange for new term loans under a new term loan facility and certain cash consideration (clauses (i) and (ii) together, the “Term Loans Transactions”). As of the date hereof, lenders representing greater than 99% in aggregate principal amount of such Existing Term Loans have agreed to support and participate in the Term Loans Transactions, on the terms and subject to the conditions set forth in that certain Transaction Support Agreement, dated as of February 6, 2026, by and among the Company, certain of the Parent’s subsidiaries and certain holders of the Existing Notes and certain lenders under the Existing Term Loan Facility filed with the SEC on Form 8-K on February 9, 2026.


Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements that are based on current expectations, estimates, forecasts and projections about the Parent, the Parent’s future performance, the Parent’s business, the Parent’s beliefs and the Parent’s management’s assumptions. They also include statements regarding the Parent’s intentions, beliefs, or current expectations concerning, among other things, the Exchange Offer and Consent Solicitation and the issuance of the New Notes, the Settlement Date, and other information that is not historical information. Words such as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain such terms. These statements are not guarantees of future performance, and they involve certain risks, uncertainties and assumptions that are difficult to predict. The Parent has based its forward-looking statements on its management’s beliefs and assumptions based on information available to the Parent’s management at the time the statements are made. The Parent cautions you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by its forward-looking statements. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Risk Factors” of the Parent’s Annual Report on Form 10-K for the year ended December 31, 2024. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as required under the federal securities laws and the rules and regulations of the SEC, the Parent does not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.
  

Description

4.1    Second Supplemental Indenture, dated as of February 23, 2026, by and among Advantage Sales & Marketing Inc., the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent.
99.1    Press Release, dated February 24, 2026.
104    Cover Page Interactive Data File (formatted as Inline XBRL).

4

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    ADVANTAGE SOLUTIONS INC.
Dated: February 24, 2026     By:  

/s/ Christopher Growe

      Christopher Growe
      Chief Financial Officer

 

 

EX-4.1 2 d90578dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

Execution Version

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of February 23, 2026 (this “Supplemental Indenture”), by and among Advantage Sales & Marketing Inc. (formerly known as Advantage Solutions FinCo LLC), a Delaware corporation (the “Issuer”), each of the parties identified as a Guarantor on the signature pages hereto (the “Guarantors”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), to that certain Indenture, dated as of October 28, 2020 (as amended, supplemented, or otherwise modified to date, the “Indenture”), by and among the Issuer, the Guarantors, the Trustee, and the Collateral Agent.

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors, the Trustee, and the Collateral Agent are party to the Indenture providing for the issuance of the Issuer’s 6.50% Senior Secured Notes due 2028 (the “Notes”);

WHEREAS, the Issuer has distributed the Confidential Offering Memorandum and Consent Solicitation Statement, dated February 9, 2026 (the “Offering Memorandum”), to all holders (as defined in the Indenture) in connection with the solicitation of such holders’ consents (the “Consents”) to certain Proposed Amendments (as defined herein) to the Indenture and to the Guarantor Release and Collateral Release (each as defined herein), each as further described in the Offering Memorandum;

WHEREAS, Section 9.02 of the Indenture provides that, in certain circumstances, the Issuer and the Trustee may amend or supplement certain provisions of the Indenture and the Notes with the consent of the holders of at least a majority in principal amount of the Notes then outstanding (the “Requisite Consents”), including, but not limited to, any amendment or supplement that has the effect of releasing the Subsidiary Guarantees provided by the Subsidiary Guarantors (the “Guarantor Release”);

WHEREAS, Sections 9.02 and 13.08 of the Indenture provide that, in certain circumstances, the Issuer, the Trustee, and the Collateral Agent may amend certain provisions of the Indenture relating to the Collateral or the Security Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (collectively, the “Collateral Release”) with the consent of the holders of at least 662/3% in aggregate principal amount of the Notes then outstanding (the “Collateral Release Requisite Consents”);

WHEREAS, certain of the holders representing more than 662/3% in aggregate principal amount of Notes outstanding have validly tendered, and not validly withdrawn, Consents to all of the amendments, deletions, and revisions provided in Sections 2.01 and 2.02 of this Supplemental Indenture (collectively, the “Proposed Amendments”) and to the Guarantor Release and Collateral Release, in accordance with the provisions of the Indenture;

WHEREAS, the Issuer has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee or the Collateral Agent, as applicable, (i) evidence that the Requisite Consents and the Collateral Release Requisite Consents have been received and (ii) the Officer’s Certificate and the Opinion of Counsel described in Sections 9.05, 13.08(b), 14.04, and 14.05 of the Indenture with respect to this Supplemental Indenture, the Guarantor Release, and the Collateral Release;

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;

WHEREAS, having received the Requisite Consents pursuant to Sections 9.02 of the Indenture, the Issuer and the Guarantors desire to amend the Indenture to effectuate the Proposed Amendments and the Guarantor Release, in each case, in accordance with the terms set forth herein and in the Indenture; WHEREAS, having received the Collateral Release Requisite Consents pursuant to Sections 9.02 and 13.08 of the Indenture, the Issuer and the Guarantors desire to effectuate the Collateral Amendments (as defined herein) and the Collateral Release in accordance with the terms set forth herein and in the Indenture; and


WHEREAS, pursuant to Sections 9.02 and 13.08 of the Indenture, the Trustee and Collateral Agent are authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

ARTICLE ONE

DEFINED TERMS

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.

SECTION 1.02. Certain Definitions. Any definitions used exclusively in the provisions of the Indenture or the Notes that are deleted pursuant to the amendments set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and all textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles, or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety.

ARTICLE TWO

AMENDMENTS

SECTION 2.01. Deletion of Certain Provisions. The Indenture is hereby amended to delete the following sections or clauses, as applicable, in their entirety, and, in the case of each such section or clause, as applicable, insert in lieu thereof the phrase “[Intentionally Omitted]”, and any and all references thereto (including any definitions the references to which would be eliminated as a result of such deletions), and any and all obligations thereunder, and any events of default related thereto, are hereby deleted throughout the Indenture, and such sections, clauses, and references shall be of no further force or effect.

 

  (a)

Section 4.02 entitled “Reports and Other Information.”

 

  (b)

Section 4.03 entitled “Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

 

  (c)

Section 4.04 entitled “Limitation on Restricted Payments.”

 

  (d)

Section 4.05 entitled “Dividend and Other Payment Restrictions Affecting Subsidiaries.”

 

  (e)

Section 4.06 entitled “Asset Sales.”

 

  (f)

Section 4.07 entitled “Transactions with Affiliates.”

 

  (g)

Section 4.08 entitled “Change of Control.”

 

  (h)

Section 4.09 entitled “Compliance Certificate.”

 

  (i)

Section 4.11 entitled “Future Guarantors.”

 

  (j)

Section 4.12 entitled “Liens.”

 

  (k)

Section 4.15 entitled “Covenant Suspension.”

 

2


  (l)

Section 5.01 entitled “When Issuer and Guarantors May Merge or Transfer Assets”, other than Section 5.01(1)(b).

 

  (m)

Clauses (3) through (5), (8), (9), (10), and (11) of Section 6.01 entitled “Events of Default.”

 

  (n)

Section 6.12 entitled “Waiver of Stay or Extension Laws.”

SECTION 2.02. Addition of Certain Provisions. The Indenture is hereby amended to insert the following provisions:

 

  (a)

As a new defined term in alphabetical order under Section 1.01 of the Indenture: “‘Second Supplemental Indenture” means that certain Second Supplemental Indenture, dated as of February 23, 2026, by and among the Issuer, the Guarantors, the Trustee, and the Collateral Agent.”

 

  (b)

As new Section 14.20 to the Indenture: No Subsidiary Guarantors. “Notwithstanding anything to the contrary, in accordance with Section 9.02 of this Indenture, effective as of and after the operative date of the Second Supplemental Indenture, the Obligations of the Issuer under this Indenture shall no longer be guaranteed pursuant to the Guarantees and such Guaranteed Obligations are hereby released, terminated, and discharged in full and any amendments to, restatements of, or termination of, as applicable, this Indenture and any related documents, including, but not limited to, any acknowledgements and other agreements, in order to effectuate the release contemplated by this Section 14.20 shall be permitted under this Indenture and the Trustee shall execute and deliver such acknowledgements and other agreements reasonably requested by, and at the sole cost and expense of, the Issuer.”

SECTION 2.03. Deletion of Certain Collateral Provisions. The Indenture is hereby amended to delete the following article in its entirety (such deletions, the “Collateral Amendments”), and, in the case of such article, insert in lieu thereof the phrase “[Intentionally Omitted]”, and any and all references thereto (including any definitions the references to which would be eliminated as a result of such deletions), and any and all obligations thereunder, and any events of default related thereto, are hereby deleted throughout the Indenture, and such article shall be of no further force or effect.

 

  (a)

Article XIII entitled “Collateral and Security”, other than the protections of the Existing Notes Collateral Agent (as defined in the Offering Memorandum) in Section 13.12.

ARTICLE THREE

COLLATERAL RELEASE

SECTION 3.01. Release of Collateral. Effective on and after the Settlement Date, and without any further action by the Issuer or the Guarantors, all Liens on all Collateral securing the Obligations of the Issuer and the Guarantors under the Notes, the Indenture, and the Security Documents shall be automatically released and any amendments to, restatements of, or termination of, as applicable, the Security Documents and any related documents, including, but not limited to, any acknowledgements, joinders, and other agreements, in order to effectuate all of the transactions contemplated by the Collateral Release shall be permitted under the Indenture and the Collateral Agent shall execute and deliver such documents reasonably requested by, and at the sole cost and expense of, the Issuer, at the time and date at which the Notes representing the Collateral Release Requisite Consents that are validly tendered (and not validly withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Offering Memorandum.

 

3


ARTICLE FOUR

EFFECTIVENESS

SECTION 4.01. Effective Date of this Supplemental Indenture. Notwithstanding that this Supplemental Indenture shall be effective upon the execution and delivery thereof by the parties hereto, (i) the Proposed Amendments and the Guarantor Release shall become operative only at the time and date at which the Notes representing the Requisite Consents that are validly tendered (and not validly withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Offering Memorandum and (ii) the Collateral Amendments and the Collateral Release shall become operative only at the time and date at which the Notes representing the Collateral Release Requisite Consents that are validly tendered (and not validly withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Offering Memorandum.

SECTION 4.02. Reference to and Effect on the Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the operative date of this Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” (and all references to the Indenture in any other agreements, documents, or instruments) shall mean and be a reference to the Indenture as amended and supplemented by the applicable provisions of this Supplemental Indenture, unless the context otherwise requires. The Indenture, as amended and supplemented by the provisions of this Supplemental Indenture, shall be read, taken, and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

ARTICLE FIVE

MISCELLANEOUS

SECTION 5.01. Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy, or claim under the Indenture.

SECTION 5.02. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5.03. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent, or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Supplemental Indenture by, among other things, the mutual waivers and certifications in this paragraph.

SECTION 5.04. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability.

SECTION 5.05. Successors. All agreements of the Issuer and the Guarantors in this Supplemental Indenture will bind their respective successors. All agreements of the Trustee and Collateral Agent in this Supplemental Indenture will bind their respective successors.

SECTION 5.06. Trustee and Collateral Agent Make No Representation; Trust. Neither the Trustee nor the Collateral Agent makes any representation or warranty as to, and shall not be responsible in any manner whatsoever for or in respect of, the validity or sufficiency of this Supplemental Indenture or for or in respect of, the statements or recitals contained herein, all of which recitals are made solely by the other parties hereto. The Trustee accepts the trust created by the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

SECTION 5.07. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Indenture by telecopier, facsimile, or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. One signed copy is enough to prove this Supplemental Indenture.

 

4


The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

SECTION 5.08. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Pages Follow]

 

5


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date hereof.

 

Issuer:     ADVANTAGE SALES & MARKETING INC.
    By:  

/s/ Robert Murray

    Name:   Robert Murray
    Title:   Treasurer
Guarantors:     ADVANTAGE ABS LLC
    ADVANTAGE AMP LLC
    ADVANTAGE BEVERAGE SOLUTIONS LLC
    ADVANTAGE CONSUMER HEALTHCARE LLC
    ADVANTAGE SALES & MARKETING LLC
    ADVANTAGE SOLUTIONS INC.
    ADVANTAGE WAYPOINT LLC
    ADV DATA II LLC
    CLUB DEMONSTRATION SERVICES, INC.
    DAYMON EAGLE HOLDINGS, LLC
    DAYMON WORLDWIDE CANADA INC.
    DAYMON WORLDWIDE INC.
    EVENTUS MARKETING LLC
    IDR MARKETING PARTNERS, LLC
    INTERACTIONS CONSUMER EXPERIENCE MARKETING INC.
    KARMAN INTERMEDIATE CORP.
    R SQUARED SOLUTIONS LLC
    SAS RETAIL SERVICES, LLC
    UPSHOT LLC
    CLUB DEMONSTRATION SERVICES AUSTRALIA INC.
    CLUB DEMONSTRATION SERVICES KOREA INC.
    DAYMON WORLDWIDE JAPAN INC.
    By:  

/s/ Robert Murray

    Name:   Robert Murray
    Title:   Treasurer
    ADVANTAGE SALES LLC
    By:  

/s/ Andrew Keenan

    Name:   Andrew Keenan
    Title:   President
Trustee:     WILMINGTON TRUST, NATIONAL ASSOCIATION
    as Trustee
    By:  

/s/ Arlene Thelwell

    Name:   Arlene Thelwell
    Title:   Vice President

[Signature Page to Second Supplemental Indenture]


Collateral Agent:     WILMINGTON TRUST, NATIONAL ASSOCIATION
    as Collateral Agent
    By:  

/s/ Arlene Thelwell

    Name: Arlene Thelwell
    Title: Vice President

 

7

EX-99.1 3 d90578dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Advantage Solutions Inc. Announces Early Results of Previously Announced Exchange Offer and Consent Solicitation

Holders of greater than 99% of the aggregate principal amount of the Existing Notes have already tendered and delivered their consents.

Holders of greater than 99% of the aggregate principal amount of the Existing Term Loans have already agreed to participate in the Term Loans Transactions.

ST. LOUIS – February 24, 2026 – Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage Solutions”), a leading provider of business solutions to consumer goods manufacturers and retailers, today announced the early results of the previously announced exchange offer (the “Exchange Offer”) by its indirect subsidiary Advantage Sales & Marketing Inc. (the “Company”) to exchange any and all of the Company’s outstanding 6.50% Senior Secured Notes due 2028 (the “Existing Notes”) for a combination of the Company’s newly issued 9.000% Senior Secured Notes due 2030 (the “New Notes”) and cash, and a related consent solicitation (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Notes (the “Existing Notes Indenture”) to eliminate substantially all of the affirmative and negative covenants, mandatory offers to purchase, change of control provisions and events of default provisions, and remove certain other provisions contained in the Existing Notes Indenture (the “Proposed Amendments”), to terminate the guarantees provided by the subsidiary guarantors of the Existing Notes (the “Guarantor Release”) and to release all of the collateral securing the Existing Notes (the “Collateral Release”). The Exchange Offer and Consent Solicitation are being made pursuant to, and subject to the terms and conditions set forth in, the Confidential Offering Memorandum and Consent Solicitation Statement, dated February 9, 2026 (the “Offering Memorandum”).

Early Tender Date

As of 5:00 p.m. (New York City time) on February 23, 2026 (the “Early Tender Date”), based on information provided by Global Bondholder Services Corporation (“GBSC”), the exchange agent and information agent for the Exchange Offer and Consent Solicitation, holders had validly tendered (and not validly withdrawn) $589,883,000 aggregate principal amount of Existing Notes, representing greater than 99% of the total principal amount of Existing Notes outstanding (the “Tendered Notes”), and delivered their related consents to the Proposed Amendments, Guarantor Release and Collateral Release. Accordingly, the requisite consents to the Proposed Amendments, Guarantor Release and Collateral Release have been obtained. Further detail on the Tendered Notes is provided in the table below:


Title of Existing Notes

Tendered

   CUSIP/ISIN(1)    Aggregate Principal
Amount of Existing
Notes Outstanding
     Aggregate Principal Amount
of Existing Notes Tendered
at Early Tender Date
     Percent Tendered of
Aggregate Principal Amount of
Existing Notes Outstanding(2)
 

6.50% Senior Secured Notes due 2028

   Rule 144A:

00775P AA5 /
US00775PAA57

   $ 595,087,000      $ 589,883,000        99.13
   Reg. S:

U0081P AA1 /
USU0081PAA13

        
   IAI:

00775P AB3 /
US00775PAB31

        

 

(1)

No representation is made as to the correctness or accuracy of the CUSIP and ISIN numbers listed above or printed on the Existing Notes. Such CUSIP and ISIN numbers are provided solely for the convenience of holders of the Existing Notes.

(2)

Also reflects the amount of consents validly delivered and not validly withdrawn.

The withdrawal deadline for the Exchange Offer and Consent Solicitation occurred at 5:00 p.m. (New York City time) on February 23, 2026 (the “Withdrawal Deadline”) and is not being extended by the Company. As a result, the Tendered Notes and related consents may no longer be withdrawn, except in the limited circumstances described in the Offering Memorandum. Following the Withdrawal Deadline, the Company, the guarantors of the Existing Notes and the trustee and collateral agent under the Existing Notes Indenture entered into a supplemental indenture to give effect to the Proposed Amendments, the Guarantor Release and the Collateral Release. The Proposed Amendments, the Guarantor Release and the Collateral Release are expected to become operative upon the settlement of the Exchange Offer and Consent Solicitation. The settlement date is expected to occur on March 11, 2026 (the “Settlement Date”), which is promptly after the Expiration Date (as defined below).

Holders of Tendered Notes are eligible to receive, for each $1,000 principal amount of Existing Notes validly tendered for exchange, $946.77 in aggregate principal amount of New Notes and $74.06 in cash (the “Total Consideration”). Holders who validly tender their Existing Notes and deliver their related consents after the Early Tender Date and at, or prior to, 5:00 p.m. (New York City time) on March 9, 2026 (the “Expiration Date”) will be eligible to receive, for each $1,000 principal amount of Existing Notes validly tendered for exchange, $925.94 in aggregate principal amount of New Notes and $74.06 in cash (the “Exchange Price”). In addition to the Exchange Price or the Total Consideration, as applicable, the Company will pay tendering holders an amount in cash equal to the accrued and unpaid interest on the Existing Notes accepted in the Exchange Offer from the latest interest payment date on which interest was paid to, but not including, the Settlement Date. No tenders will be valid if submitted after the Expiration Date.


The Exchange Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions set forth in the Offering Memorandum, including, among other things, holders of at least 99% in aggregate principal amount of Existing Notes outstanding validly tendering (and not validly withdrawing) their Existing Notes on or prior to the Expiration Date, which condition has been met as of the Early Tender Date. Subject to certain exceptions, the Company expressly reserves the right to waive any condition, amend the Exchange Offer and Consent Solicitation in any respect, and terminate the Exchange Offer and Consent Solicitation if any of the conditions of the Exchange Offer and Consent Solicitation are not satisfied by the Expiration Date.

Existing Term Loans

Concurrently with the Exchange Offer and Consent Solicitation, the Company is also conducting (i) a solicitation of consents from the lenders under the Company’s term loan facility (the “Existing Term Loan Facility”) outstanding under the First Lien Credit Agreement, dated as of October 28, 2020, by and among the Company, Karman Intermediate Corp., the guarantors party thereto, each lender from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”) to adopt certain proposed amendments to the Existing First Lien Credit Agreement and (ii) an offer to lenders under the Existing Term Loan Facility to prepay their Existing Term Loans in exchange for new term loans under a new term loan facility and certain cash consideration (clauses (i) and (ii) together, the “Term Loans Transactions”). As of the date hereof, lenders representing greater than 99% in aggregate principal amount of such Existing Term Loans have agreed to support and participate in the Term Loans Transactions, on the terms and subject to the conditions set forth in that certain Transaction Support Agreement, dated as of February 6, 2026, by and among the Company, certain subsidiaries of Advantage Solutions and certain holders of the Existing Notes and certain lenders under the Existing Term Loan Facility filed with the Securities and Exchange Commission (the “SEC”) on Form 8-K on February 9, 2026.

General

The Exchange Offer and Consent Solicitation are being made, and the New Notes are being offered and issued, pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the SEC promulgated thereunder, and are also not being registered under any state or foreign securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer and Consent Solicitation will only be made, and the New Notes are only being offered and issued, to holders of Existing Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act, (b) institutional accredited investors, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (c) not “U.S. persons,” as defined in Rule 902 under the Securities Act and are in compliance with Regulation S under the Securities Act (such holders, the “Eligible Holders”), and only Eligible Holders who have completed and returned the eligibility letter are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/advantage.

None of Advantage Solutions, the Company, GBSC or the trustee or collateral agent for the Existing Notes or New Notes, or any of their affiliates, makes any recommendation as to whether holders of Existing Notes should tender or refrain from tendering all or any portion of the principal amount of their Existing Notes for New Notes in the Exchange Offer or deliver their related consents. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Existing Notes in the Exchange Offer and deliver the related consents and, if so, the amount of Existing Notes to tender.


This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

The Exchange and Information Agent

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offer and Consent Solicitation. The Company has engaged GBSC to act as exchange agent and information agent for the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer or Consent Solicitation, or requests for additional copies of the Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Eligible Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Exchange Offer and Consent Solicitation.

About Advantage Solutions Inc.

Advantage Solutions is the leading omnichannel retail solutions agency in North America, uniquely positioned at the intersection of consumer-packaged goods brands and retailers. With its data- and technology-powered services, Advantage Solutions leverages its unparalleled insights, expertise, and scale to help brands and retailers of all sizes generate demand and get products into the hands of consumers, wherever they shop. Whether it’s creating meaningful moments and experiences in-store and online, optimizing assortment and merchandising, or accelerating e-commerce and digital capabilities, Advantage Solutions is the trusted partner that keeps commerce and life moving. Advantage Solutions has offices throughout North America and strategic investments and owned operations in select international markets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that are based on current expectations, estimates, forecasts and projections about Advantage Solutions, Advantage Solutions’ future performance, Advantage Solutions’ business, Advantage Solutions’ beliefs and Advantage Solutions’ management’s assumptions. They also include statements regarding Advantage Solutions’ intentions, beliefs, or current expectations concerning, among other things, the Exchange Offer and Consent Solicitation and the issuance of the New Notes, the Settlement Date, and other information that is not historical information. Words such as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain such terms. These statements are not guarantees of future performance, and they involve certain risks, uncertainties and assumptions that are difficult to predict. Advantage Solutions has based its forward-looking statements on its management’s beliefs and assumptions based on information available to Advantage Solutions’ management at the time the statements are made. Advantage Solutions cautions you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by its forward-looking statements. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Risk Factors” of Advantage Solutions’ Annual Report on Form 10-K for the year ended December 31, 2024.


Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as required under the federal securities laws and the rules and regulations of the SEC, Advantage Solutions does not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

Investor Contact: investorrelations@youradv.com

Media Contact: Advantage Solutions Corporate Communications | press@youradv.com