Utz Brands, Inc.

Current report

The announcement and pendency of the proposed Merger may adversely affect our business, financial condition, and results of operations.

Current report

The announcement and pendency of the proposed Merger could cause disruptions to our business or business relationships and create uncertainty surrounding our business, which could have an adverse impact on our financial condition and results of operations, regardless of whether the Merger is completed, including as a result of the following (all of which could be exacerbated by a delay in completion of the Merger):

Current report

•customers, suppliers, independent operators or other parties with which we maintain business relationships may experience uncertainty prior to the closing of the Merger and seek alternative relationships with third parties or seek to terminate or renegotiate their relationships with us;

Current report

•our employees may experience uncertainty about their future roles with us, which might adversely affect our ability to attract, retain and motivate key personnel and other employees;

Current report

•the restrictions imposed on our business and operations pursuant to certain covenants set forth in the Merger Agreement, which may prevent us from pursuing certain opportunities;

Current report

•the attention of our management may be directed to Merger-related considerations and may be diverted from the day-to-day operations of our business;

Current report

•there may be litigation relating to the Merger, or injunctions or governmental orders initiated by a governmental entity restraining, enjoining or prohibiting the consummation of the Merger, and there may be costs related thereto; and

Current report

•other developments beyond our control, including, but not limited to, changes in domestic or global and general and industry-specific economic and market conditions that may affect the timing or success of the Merger.

Current report

Failure to consummate the Merger could have a material adverse impact on our business, financial condition and results of operations.

Current report

There can be no assurance that the proposed Merger will be consummated. The consummation of the proposed Merger is subject to various closing conditions. There can be no assurance that the conditions to closing will be satisfied in a timely manner or at all. If the Merger is not completed, we may suffer consequences that could adversely affect our business, results of operations, and the price of our Class A Common Stock, including the following:

Current report

•there can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Intersnack Group or a breach of related transaction agreements by the Series U of UM Partners, LLC or Series R of UM Partners, LLC or that we will wholly or partially recover for any damages incurred by us in connection with the Merger and the other transactions;

Current report

•we would have incurred and will incur significant costs in connection with the Merger that we would be unable to wholly or partially recover;

Current report

•we may be subject to legal proceedings related to the Merger;

Current report

•the failure of the Merger to be consummated may result in negative publicity and a negative impression of us among consumers or customers or in the investment community or business community generally;

Current report

•any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with our employees, customers, suppliers, independent operators and other business partners, may continue or intensify in the event the Merger is not consummated;

Current report

•we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures; and

Current report

•we may experience a departure of management personnel and other employees.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and may discourage other third parties from offering a favorable alternative transaction proposal.

Current report

Under the Merger Agreement, we will be restricted from soliciting or participating in any discussions or negotiations with any third party with respect to alternative acquisition proposals, subject to certain limited exceptions. Upon termination of the Merger Agreement under certain circumstances we would be required to pay Intersnack Group a termination fee of $50 million, including if the Merger Agreement is terminated by Intersnack Group following (a) a change of recommendation by our board of directors (acting on the recommendation of our special committee) or our special committee or (b) a willful and material breach by us of the no solicitation provisions, or if the Merger Agreement is terminated by us to enter into a superior proposal.

Current report

These provisions could discourage a third party that may have an interest in acquiring all or a significant part of our business from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the consideration in the Merger. If the Merger Agreement is terminated and we decide to seek another business combination, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement. In certain circumstances, we would be required to pay Intersnack Group a termination fee of $50 million if such a business combination is agreed to or consummated within 12 months after such termination.

Current report

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to limit the conduct of our business to those actions undertaken in all material respects in the ordinary course of business consistent and to refrain from, among other things: incurring debt above certain limits and incurring certain capital expenditures, in each case, subject to certain exceptions set forth in the Merger Agreement. Because of these restrictions, we may be prevented from undertaking certain actions with respect to our strategic plans or the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

Current report

We and our directors may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Merger from being completed.

Current report

Securities class action lawsuits and derivative lawsuits are often brought against public companies and their directors when companies enter into agreements for transactions similar to those contemplated by the Merger Agreement, and such lawsuits may be brought against us and our directors in connection with the Merger Agreement. Even if the lawsuits are without merit, these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect our business, financial position, and results of operations.

Current report

Our holders of Class A Common Stock will not benefit from future growth opportunities as stockholders of the Company if the Merger is completed.

Current report

If the Merger is completed, the holders of our Class A Common Stock will receive cash for their shares of Class A Common Stock and will no longer have the opportunity to participate in any future growth or potential appreciation in the value of the Company.