Advantage Solutions (NASDAQ: ADV) gets 99% holder support for $589.9M note exchange
Rhea-AI Filing Summary
Advantage Solutions Inc. reports that its subsidiary Advantage Sales & Marketing Inc. has received overwhelming support for its debt exchange offer. Holders of $589,883,000 aggregate principal amount of 6.50% Senior Secured Notes due 2028, representing more than 99% of notes outstanding, have tendered their notes and delivered consents.
The exchange will swap the Existing Notes for a mix of newly issued 9.000% Senior Secured Notes due 2030 and cash, and enables extensive amendments to the existing indenture. These changes include removing most covenants and events of default, terminating subsidiary guarantees, and releasing all collateral securing the Existing Notes, once the exchange settles.
The settlement of the exchange and related consent solicitation is expected on March 11, 2026, subject to conditions in the offering memorandum. In parallel, lenders representing more than 99% of the company’s existing term loans have agreed to participate in related term loan amendment and refinancing transactions.
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Insights
Near-universal participation reshapes Advantage’s secured debt stack.
Advantage’s subsidiary has secured tenders from holders of more than
The accompanying consents allow extensive changes to the existing note indenture, including eliminating most covenants and events of default and removing subsidiary guarantees and collateral once the exchange settles. That shifts creditor protections from the old notes to the new structure, with the detailed protections defined in the new documentation.
In parallel, more than
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 23, 2026, Advantage Sales & Marketing Inc. (the “Company”), an indirect subsidiary of Advantage Solutions Inc. (the “Parent”), received the early results in connection with the Company’s previously announced exchange offer (the “Exchange Offer”) to exchange any and all of its outstanding 6.50% Senior Secured Notes due 2028 (the “Existing Notes”) for a combination of 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”). As of 5:00 p.m. (New York City time) on February 23, 2026 (the “Early Tender Date”), 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.
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 (as defined below). Following the Withdrawal Deadline, the Company, the guarantors named therein, and Wilmington Trust, National Association, as trustee and collateral agent, entered into that certain Second Supplemental Indenture (the “Supplemental Indenture”) to the Existing Notes 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, which is expected to occur on March 11, 2026 (the “Settlement Date”).
The foregoing description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 7.01. Regulation FD Disclosure.
On February 24, 2026, the Parent issued a press release announcing the early tender results of the Exchange Offer and Consent Solicitation and entry into the Supplemental Indenture. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Exchange Offer and Consent Solicitation is 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”). 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 Securities Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, 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.
Concurrently with the Exchange Offer and Solicitation of Consents, 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 of the Parent’s subsidiaries and certain holders of the Existing Notes and certain lenders under the Existing Term Loan Facility filed with the SEC on Form 8-K on February 9, 2026.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements that are based on current expectations, estimates, forecasts and projections about the Parent, the Parent’s future performance, the Parent’s business, the Parent’s beliefs and the Parent’s management’s assumptions. They also include statements regarding the Parent’s 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. The Parent has based its forward-looking statements on its management’s beliefs and assumptions based on information available to the Parent’s management at the time the statements are made. The Parent 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 the Parent’s 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, the Parent 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.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Second Supplemental Indenture, dated as of February 23, 2026, by and among Advantage Sales & Marketing Inc., the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent. | |
| 99.1 | Press Release, dated February 24, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
4
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 thereunto duly authorized.
| ADVANTAGE SOLUTIONS INC. | ||||||
| Dated: February 24, 2026 | By: | /s/ Christopher Growe | ||||
| Christopher Growe | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Advantage Solutions Inc. Announces Early Results of Previously Announced Exchange Offer and Consent Solicitation
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 – February 24, 2026 – 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 / |
$ | 595,087,000 | $ | 589,883,000 | 99.13 | % | |||||||
| Reg. S: U0081P AA1 / |
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| IAI: 00775P AB3 / |
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| (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 did Advantage Solutions Inc. (ADV) announce about its note exchange offer?
What securities are involved in Advantage Solutions’ 2026 exchange offer and consent solicitation?
How many Advantage Solutions Existing Notes were tendered by the early tender date?
What consideration will holders of Advantage Solutions’ Existing Notes receive in the exchange?
When is the settlement date for Advantage Solutions’ exchange offer expected?
What is happening with Advantage Solutions’ existing term loan facility alongside the exchange offer?
Is Advantage Solutions’ new note issuance registered with the SEC?
Filing Exhibits & Attachments
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