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

Rhea-AI Summary

Advantage Solutions (NASDAQ: ADV) reported early results of an exchange offer and consent solicitation: holders of >99% of the company’s 6.50% Senior Secured Notes due 2028 have tendered and consented, and lenders holding >99% of Existing Term Loans have agreed to the Term Loans Transactions.

Holders tendered $589,883,000 of $595,087,000 outstanding Notes (99.13%). Early consideration: $946.77 of New Notes plus $74.06 cash per $1,000 existing principal; post-early consideration: $925.94 of New Notes plus $74.06 cash. Settlement expected March 11, 2026.

Positive

• 99.13% of Existing Notes tendered and consented as of Feb 23, 2026
• Lenders representing greater than 99% of Existing Term Loans agreed to Term Loans Transactions
• Guarantor and Collateral Release included in Proposed Amendments, reducing secured obligations

Negative

• New Notes carry a 9.000% coupon vs existing 6.50%, increasing interest costs
• New Notes are issued under an exemption and not registered, limiting resale liquidity for holders

Key Figures

Existing Notes outstanding: $595,087,000 Existing Notes tendered: $589,883,000 Percent of Notes tendered: 99.13% +5 more

8 metrics

Existing Notes outstanding $595,087,000 Aggregate principal amount of 6.50% Senior Secured Notes due 2028

Existing Notes tendered $589,883,000 Principal amount tendered by Early Tender Date

Percent of Notes tendered 99.13% Portion of outstanding Existing Notes tendered

Existing Notes coupon 6.50% Coupon on Senior Secured Notes due 2028

New Notes coupon 9.000% Coupon on new Senior Secured Notes due 2030

New Notes consideration $946.77 Principal amount of New Notes per $1,000 tendered (early tender)

Cash consideration $74.06 Cash per $1,000 principal of Existing Notes in exchange

Expiration Date March 9, 2026 Deadline for holders to participate in Exchange Offer

Market Reality Check

Price: $0.5499 Vol: Volume 490,173 vs 20-day ...

low vol

$0.5499 Last Close

Volume Volume 490,173 vs 20-day average 788,825 ahead of the liability management news. low

Technical Shares at 0.5499, trading below 200-day MA of 1.29 and near the 0.5334 52-week low.

Peers on Argus

ADV was down 11.29% while key advertising/marketing peers like EEX (-9.17%), ANT...

1 Down

ADV was down 11.29% while key advertising/marketing peers like EEX (-9.17%), ANTE (-4.92%) and QNST (-4.35%) also traded lower, but momentum data flagged only one peer in scanners, suggesting a more stock-specific move.

Historical Context

5 past events · Latest: Feb 19 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 19	Earnings call timing	Neutral	-3.0%	Announced date and access details for Q4 and full-year 2025 results.
Feb 12	Leadership changes	Positive	+2.6%	Strengthened senior leadership to support technology, data and growth strategy.
Nov 13	Partner award news	Positive	-7.7%	Genpact award highlighted Advantage-related Salesforce platform and operational efficiencies.
Nov 06	Q3 2025 earnings	Neutral	-2.4%	Reported lower revenue but improved profitability and reaffirmed revenue guidance.
Oct 24	Earnings call timing	Neutral	+3.5%	Set date and access details for Q3 2025 results conference call.

Pattern Detected

Recent news has often seen mixed to negative price reactions, including declines after operational and partnership updates.

Recent Company History

Over the past several months, Advantage Solutions has mixed operational progress with capital-structure pressure. Q3 2025 results showed $915.0M revenue and a swing to $20.6M net income, but the stock fell after that release. Subsequent conference‑call scheduling headlines around Q3 and forthcoming FY 2025 results produced modest, directionally mixed moves. Leadership changes in February 2026 were received positively, while a November 2025 partner award tied to Salesforce solutions coincided with a sharper selloff. Against this backdrop, today’s high‑participation exchange offer update fits into an ongoing balance‑sheet and listing‑compliance narrative.

Market Pulse Summary

This announcement details a largely successful debt exchange, with more than 99% of the $595.1M 6.50...

Analysis

This announcement details a largely successful debt exchange, with more than 99% of the $595.1M 6.50% Senior Secured Notes due 2028 tendered into new 9.000% notes due 2030 plus cash. It follows recent filings on Nasdaq bid‑price deficiency and a proposed reverse stock split, underscoring an emphasis on capital structure and listing compliance. Investors may focus on final settlement, upcoming 2025 results, and any changes to leverage or covenants as they evaluate longer‑term implications.

Key Terms

exchange offer, consent solicitation, senior secured notes, indenture, +4 more

8 terms

exchange offer financial

"announced the early results of the previously announced exchange offer"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

consent solicitation financial

"a related consent solicitation (the “Consent Solicitation”) to adopt certain proposed amendments"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

senior secured notes financial

"outstanding 6.50% Senior Secured Notes due 2028 (the “Existing Notes”)"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

indenture financial

"amendments to the indenture governing the Existing Notes (the “Existing Notes Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

change of control provisions financial

"eliminate substantially all of the affirmative and negative covenants, mandatory offers to purchase, change of control provisions"

Contract clauses that spell out what happens if a company’s ownership or control changes, such as through a sale, merger, or takeover. Think of them as the house rules that kick in when a new landlord arrives — they can force debt repayment, accelerate stock vesting, trigger fees, or allow partners to exit. Investors care because these provisions affect takeover value, deal certainty, creditor risk, and the payout or rights they would receive in a change-of-ownership event.

Rule 144A regulatory

"Rule 144A: 00775P AA5 / US00775PAA57 Reg. S: U0081P AA1"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

qualified institutional buyers regulatory

"reasonably believed to be “qualified institutional buyers” as defined in Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Regulation S regulatory

"are in compliance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

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, Feb. 24, 2026 (GLOBE NEWSWIRE) -- 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 Reg. S: U0081P AA1 / USU0081PAA13 IAI: 00775P AB3 / US00775PAB31		$595,087,000		$589,883,000		99.13%

^{(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

FAQ

What early results did Advantage Solutions (ADV) report for the Feb 23, 2026 exchange offer?

Advantage Solutions reported that holders tendered >99% of the Existing Notes by Feb 23, 2026. According to the company, $589,883,000 of $595,087,000 in Existing Notes were validly tendered, representing 99.13% tendered and consented.

What does the Total Consideration mean for ADV noteholders who tendered early on Feb 23, 2026?

Early tendering holders are eligible to receive $946.77 in New Notes plus $74.06 cash per $1,000 Existing Notes. According to the company, accrued interest to the settlement date will also be paid in cash to accepted holders.

What is the exchange price for Advantage Solutions (ADV) notes tendered after the early date through Mar 9, 2026?

Holders who tender after the early date but by Mar 9, 2026 will receive $925.94 in New Notes plus $74.06 cash per $1,000 Existing Notes. According to the company, accrued and unpaid interest will also be paid on settlement.

When is Advantage Solutions (ADV) expecting settlement of the Exchange Offer and Consent Solicitation?

The company expects settlement on March 11, 2026, promptly after the Expiration Date. According to the company, the Proposed Amendments, Guarantor Release and Collateral Release are expected to become operative upon settlement.

How do the Proposed Amendments affect creditor protections for ADV Existing Notes?

The Proposed Amendments eliminate substantially all affirmative and negative covenants, mandatory offers, change-of-control and certain events of default. According to the company, the supplemental indenture was entered to give effect to these amendments following the Withdrawal Deadline.