Advantage Solutions Inc
For the period ended Dec 31, 2023. Filed Mar 1, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 1, 2024
ADV$32.29-2.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements.
See Index to Financial Statements in Item 8. Financial Statements and Supplementary Data.
(a)(2) Financial Statement Schedule.
Schedule I—Condensed Registrant Only Financial Information. See Index to Financial Statements in Item 8. Financial Statements and Supplementary Data.
All other financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits.
| ExhibitNo. · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit · Filing Date | |||||
| 2.1 | Agreement and Plan of Merger, dated as of September 7, 2020, by and among Conyers Park II Acquisition Corp., CP II Merger Sub, Inc., Advantage Solutions Inc., and Karman Topco L.P. | 8-K | 001-38990 | 2.1 | September 8, 2020 |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Advantage Solutions Inc. | 8-K | 001-38990 | 3.1 | May 28, 2021 |
| 3.2 | Third Amended and Restated Bylaws of Advantage Solutions Inc. | 8-K | 001-38990 | 3.1 | April 13, 2021 |
| 4.1 | Specimen Common Stock Certificate | 8-K | 001-38990 | 4.1 | November 3, 2020 |
| 4.2 | Warrant Agreement, dated July 22, 2019, between Conyers Park II Acquisition Corp. and Continental Stock Transfer & Trust Company | 8-K | 001-38990 | 4.1 | July 22, 2019 |
| 4.3 | Specimen Warrant Certificate (included in Exhibit 4.2) | 8-K | 001-38990 | 4.1 | July 22, 2019 |
| 4.4 | Indenture, dated as of October 28, 2020, among Advantage Solutions FinCo LLC, Advantage Sales & Marketing Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent | 8-K | 001-38990 | 4.4 | November 3, 2020 |
| 4.5 | Form of 6.50% Senior Secured Notes due 2028 (included in Exhibit 4.4) | 8-K | 001-38990 | 4.4 | November 3, 2020 |
| 10.1 | Amended and Restated Stockholders Agreement, dated as of October 27, 2020, by and among Conyers Park II Acquisition Corp., Karman Topco L.P., CVC ASM Holdco, L.P., the entities identified on the signature pages thereto under the heading “LGP Stockholders”, BC Eagle Holdings, L.P., and Conyers Park II Sponsor LLC | 8-K | 001-38990 | 10.2 | November 3, 2020 |
| 10.2 | Registration Rights Agreement, dated as of September 7, 2020 by and between Karman Topco L.P., Karman II Coinvest LP, Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, LGP Associates | 8-K | 001-38990 | 10.3 | November 3, 2020 |
| VI-B LLC, CVC ASM Holdco, LP, JCP ASM Holdco, L.P., Karman Coinvest L.P., Centerview Capital, L.P., Centerview Employees, L.P., BC Eagle Holdings, L.P. and Yonghui Investment Limited, Conyers Park II Sponsor LLC and the other holders of Common Series B Units, Vested Common Series C Units and Vested Common Series C-2 Units of Holdings listed on the schedule thereto as Contributing Investors. | |||||
|---|---|---|---|---|---|
| 10.3 | Form of Investor Subscription Agreement | 8-K | 001-38990 | 10.4 | September 8, 2020 |
| 10.4 | Form of Sponsor Subscription Agreement | 8-K | 001-38990 | 10.5 | September 8, 2020 |
| 10.5# | Advantage Solutions Inc. 2020 Incentive Plan | 8-K | 001-38990 | 10.6# | November 3, 2020 |
| 10.5(a)# | Form of Stock Option Award Grant Notice and Agreement under the Advantage Solutions Inc. 2020 Incentive Plan | 10-K | 001-38990 | 10.6(a)# | March 16, 2021 |
| 10.5(b)# | Form of Restricted Stock Award Grant Notice and Agreement under the Advantage Solutions Inc. 2020 Incentive Plan | 10-K | 001-38990 | 10.6(b)# | March 16, 2021 |
| 10.5(c)# | Form of Performance Restricted Stock Unit Grant Notice and Agreement under the Advantage Solutions Inc. 2020 Incentive Award Plan | 10-K | 001-38990 | 10.6(c)# | March 16, 2021 |
| 10.5(d)#* | Advantage Solutions Inc. Non-Employee Director Compensation Policy | ||||
| 10.5(e)# | Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Advantage Solutions Inc. 2020 Incentive Award Plan | 8-K | 001-38990 | 99.4 | January 6, 2021 |
| 10.6# | Advantage Solutions Inc. 2020 Employee Stock Purchase Plan | 8-K | 001-38990 | 10.7# | November 3, 2020 |
| 10.7# | Amended and Restated Employment Agreement dated as of March 1, 2022, by and between Advantage Solutions Inc. and Tanya Domier | 8-K | 001-38990 | 10.2# | March 1, 2022 |
| 10.8# | Third Amended and Restated Employment Agreement, dated September 30, 2022, by and between Brian Stevens and Advantage Sales & Marketing LLC | 8-K | 001-38990 | 10.1# | October 4, 2022 |
| 10.9# | Transition Agreement dated March 13, 2023, by and between Brian Stevens and Advantage Sales & Marketing LLC | 8-K | 001-38990 | 10.1# | March 14, 2023 |
| 10.10# | Amended and Restated Employment Agreement, dated March 1, 2022, by and between Advantage Solutions Inc. and Jill Griffin | 8-K | 001-38990 | 10.1# | March 1, 2022 |
| 10.11# | Separation Agreement and General Release executed January 16, 2023, by and between Advantage Solutions Inc. and Jill Griffin | 8-K | 001-38990 | 10.1# | May 10, 2023 |
| 10.12#* | Employment Agreement dated March 28, 2024, by and between Advantage Solutions Inc. and Jack Pestello | ||||
| 10.13# | Amended and Restated Employment Agreement dated March 31, 2023, by and between Advantage Solutions Inc. and Christopher Growe | 10-Q | 001-38990 | 10.1# | April 3, 2023 |
| 10.14#* · Executive Employment Agreement dated October 18, 2017, by and between Daymon Worldwide Inc. and Michael Taylor | |||||
|---|---|---|---|---|---|
| 10.15# | Form of Indemnification Agreement | 8-K | 001-38990 | 10.11# | November 3, 2020 |
| 10.16 | Eighth Amended and Restated Agreement of Limited Partnership for Karman Topco L.P., dated as of September 7, 2020 | 8-K | 001-38990 | 10.14 | November 3, 2020 |
| 10.17 | First Amendment to Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P. | 10-K | 001-38990 | 10.19 | March 1, 2023 |
| 10.18 | ABL Revolving Credit Agreement, dated October 28, 2020, by and among Advantage Sales & Marketing Inc., as Borrower, Karman Intermediate Corp., Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lender parties thereto. | 8-K | 001-38990 | 10.15 | November 3, 2020 |
| 10.19 | First Lien Credit Agreement, dated October 28, 2020, by and among Advantage Sales & Marketing Inc., as Borrower, Karman Intermediate Corp., Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lender parties thereto. | 8-K | 001-38990 | 10.16 | November 3, 2020 |
| 10.20 | Amendment No. 1 to First Lien Credit Agreement, dated as of October 28, 2021, by and among the Borrower, Holdings, the other guarantors parties thereto, each lender party thereto, and Bank of America, as administrative agent. | 8-K | 001-38990 | 10.1 | October 29, 2021 |
| 10.21 | First Amendment to ABL Revolving Credit Agreement, dated as of October 28, 2021, by and among the Borrower, Holdings, the lenders party thereto and Bank of America, as administrative agent. | 8-K | 001-38990 | 10.2 | October 29, 2021 |
| 10.22 | Second Amendment to ABL Revolving Credit Agreement, dated as of December 2, 2022, by and among the Borrower, Holdings, the lenders party thereto and Bank of America, as administrative agent. | 8-K | 001-38990 | 10.1 | December 6, 2022 |
| 10.23 | Amendment No. 2 to First Lien Credit Agreement, dated as of May 24, 2023, by and among the Borrower, Holdings, the other guarantors parties thereto, each lender party thereto, and Bank of America, as administrative agent | 10-Q | 001-38990 | 10.1 | August 4, 2023 |
| 14.1 | Code of Ethics | 10-K | 001-38990 | 14.1 | March 1, 2023 |
| 21.1* | List of Subsidiaries | ||||
| 23.1* | Consent of PricewaterhouseCoopers LLP | ||||
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | ||||
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | ||||
| 32.1** | Section 1350 Certification of Chief Executive Officer | ||||
| 32.2** | Section 1350 Certification of Chief Financial Officer |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Filed herewith.
** The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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