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    The Simply Good Foods Company filed SEC Form 8-K: Creation of a Direct Financial Obligation, Entry into a Material Definitive Agreement

    2/3/25 7:00:40 AM ET
    $SMPL
    Packaged Foods
    Consumer Staples
    Get the next $SMPL alert in real time by email
    false 0001702744 Simply Good Foods Co 0001702744 2025-01-31 2025-01-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): January 31, 2025

     

     

     

    The Simply Good Foods Company

    (Exact name of registrant as specified in its charter)

     

     

     

     

      

    Delaware  001-38115  82-1038121
    (State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
    incorporation or organization)    Identification Number)

     

    1225 17th Street, Suite 1000
    Denver
    , CO 80202
    (Address of principal executive offices and zip code)

     

    Registrant's telephone number, including area code: (303) 633-2840

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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  Name of each exchange on which registered
    Common Stock, par value $0.01 per share  SMPL  Nasdaq

     

    Indicate by check mark whether the 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 1.01Entry into a Material Definitive Agreement.

     

    On January 31, 2025, Simply Good Foods USA, Inc., a wholly owned, indirect subsidiary of The Simply Good Foods Company (the “Administrative Borrower”), entered into that certain Repricing Amendment (the “Amendment”) to the Credit Agreement, dated as of July 7, 2017, among Conyers Park Acquisition Corp., Atkins Intermediate Holdings, LLC, the Administrative Borrower, the other borrowers party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent thereunder (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

     

    The Amendment, among other things, (i) reduces the applicable rate applicable to the Initial Term Loans (as defined in the Credit Agreement) outstanding under the Credit Agreement immediately prior to the effective date of the Amendment, in the case of (x) SOFR-based Initial Term Loans from 2.50% to 2.00% and (y) ABR-based Initial Term Loans from 1.50% to 1.00%, (ii) removes the credit spread adjustment which, prior to the Amendment, had been applicable to any SOFR loan, and (iii) resets the period during which a prepayment premium would be required to be paid on a prepayment made in connection with a Repricing Transaction (as defined in the Credit Agreement) to six months after the effective date of the Amendment.

     

    A copy of the Amendment is attached as Exhibit 10.1 and is incorporated herein by reference. The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

     

    Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     

    The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is hereby incorporated by reference into this Item 2.03.

     

    Item 9.01Financial Statements and Exhibits

     

    (d) Exhibits

     

    Exhibit
    No.
      Description
         
    10.1   Repricing Amendment, dated as of January 31, 2025, by and among Atkins Intermediate Holdings, LLC, a Delaware limited liability company, Conyers Park Acquisition Corp., a Delaware corporation, Simply Good Foods USA, Inc., a New York corporation, Atkins Nutritionals Holdings, Inc., a Delaware corporation, Atkins Nutritionals Holdings II, Inc., a Delaware corporation, NCP-ATK Holdings, Inc., a Delaware corporation, the financial institutions party thereto as Consenting Term Lenders and the Replacement Lender and Barclays Bank PLC, as administrative agent.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     - 2 - 

     

    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 hereunto duly authorized.

     

    Date: February 3, 2025 By: /s/ Shaun P. Mara
        Name: Shaun P. Mara
        Title: Chief Financial Officer
          (Principal Financial Officer)

     

     - 3 - 

     

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