Utz Brands agreed to be acquired by Intersnack for $14.25 per share in cash, with Utz becoming an indirect wholly owned subsidiary at closing. To facilitate closing, the parties signed an implementation pact sequencing a $44 million TRA termination payment, a unit purchase by continuing holders, a redemption at the holding company, and new governance arrangements. Voting agreements with key holders bolster deal certainty. Together, these agreements align capital structure, governance, and funding to complete the take-private transaction.
Agreement 1: Utz Brands Agrees to $14.25-Per-Share Sale to Intersnack, Becoming Indirect Subsidiary
- Agreement type: Agreement and Plan of Merger
- Counterparty: Intersnack Group
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until closing
- Reason: Take private transaction and accelerate growth with global partner
Agreement 2: Utz, Intersnack Sign Implementation Agreement for TRA Payment and 50/50 Recapitalization
- Agreement type: Implementation Agreement
- Counterparty: Intersnack Group
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until closing
- Reason: Coordinate closing steps and post-close ownership structure
Agreement 3: Key Holders Enter Voting Agreement Backing Utz–Intersnack Merger
- Agreement type: Voting Agreement
- Counterparty: Intersnack Group
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until stockholder approval or termination
- Reason: Secure shareholder support and deal certainty
Agreement 4: Utz Sets $44 Million Payment to Terminate Tax Receivable Agreement at Closing
- Agreement terminated: Tax Receivable Agreement
- Counterparty: Series U and Series R of UM Partners
- Original agreement date: Aug 28 2020
- Termination date: N/A
- Termination type: mutual
- Exit fees / payments: $44,000,000
- Reason: Align capital structure and settle TRA at merger closing
Agreement 5: Utz and Continuing Holders Sign Purchase Agreement for 2,315,790 Units at $14.25
- Agreement type: Purchase Agreement
- Counterparty: Series U and Series R of UM Partners
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: At will
- Reason: Execute recapitalization toward 50/50 post-close ownership
Agreement 6: Utz Brands Holdings to Redeem Units; Cash and Promissory Note Backstop if Needed
- Agreement type: Redemption Agreement
- Counterparty: Utz Brands Holdings
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: At will
- Reason: Support recapitalization and funding mechanics at closing
Agreement 7: Fourth Amended LLC Agreement Establishes Post-Close Governance for Utz Brands Holdings
- Agreement type: Fourth Amended and Restated LLC Agreement
- Counterparty: Series U and Series R of UM Partners
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Post-closing governance
- Reason: Define governance and rights for post-merger operations
Agreement 8: Pre-Closing LLC Amendment Restricts Transfers and Manager Changes
- Agreement type: Amendment to Third Amended and Restated LLC Agreement
- Counterparty: Series U and Series R of UM Partners
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until closing
- Reason: Maintain stability and prevent pre-close changes
Original SEC Filing:
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