HANOVER, Pa., June 5, 2020 /PRNewswire/ -- Utz Quality Foods,
LLC ("Utz" or the "Company"), a leading U.S. manufacturer of
branded salty snacks, and Collier Creek Holdings ("Collier Creek")
(NYSE: CCH, CCH.U, CCH WS), a special purpose acquisition company,
today announced that they have entered into a definitive agreement
(the "Business Combination Agreement") to combine and form
Utz Brands, Inc. ("Utz Brands"). Utz
Brands will be a leading pure-play snack food platform in
the U.S. Upon the closing of the transaction, it is expected that
Utz Brands will trade under the
ticker symbol "UTZ" on the New York Stock Exchange.
Founded in 1921, Utz has grown to become the largest
family-owned salty snack company in the U.S., with more than 40
years of consecutive Adjusted Net Sales growth. The Company's
iconic portfolio of authentic, craft, and better-for-you brands
includes Utz, Zapp's, Golden Flake, Good Health, and
Boulder Canyon, among others. The Company operates 14
manufacturing facilities nationwide with a broad range of
capabilities, producing a full line of potato chips, pretzels,
cheese snacks, veggie snacks, pork skins, pub / party mix, and
other snacks, including innovative better-for-you snacking options.
After nearly a century as a family-owned business, this transaction
will introduce Utz as a publicly listed company, with an
anticipated initial enterprise value of approximately $1.56 billion or 11.6x its estimated 2021 Pro
Forma Adjusted EBITDA of $134
million.
Collier Creek was co-founded by Chinh
Chu, Roger Deromedi and
Jason Giordano, who bring more than
80 years of combined investing and operating experience, with a
focus on the consumer goods sector. Mr. Deromedi, who had a long
and successful tenure as Chairman of Pinnacle Foods and, prior to
that, as CEO of Kraft Foods, will become Chairman of Utz Brands. Utz
Brands' board of directors will be composed of a majority of
independent directors under the applicable listing rules of the New
York Stock Exchange.
Dylan Lissette, who has served as
Utz's CEO since 2013 and has worked at the Company for almost 25
years, will continue to lead the business along with the existing
management team. Utz Brands will
remain headquartered in Hanover,
Pennsylvania.
Proceeds from the transaction are expected to be used primarily
to repay existing borrowings at Utz. The Rice and Lissette family,
the founding family and owners of Utz, will retain more than 90% of
its existing equity stake, which will represent more than 50%
ownership in Utz Brands upon
completion of the transaction.
"As we approach our 100-year anniversary, we are excited to take
this important step forward to position Utz for its next century of
growth," said Mr. Lissette. "This transaction enables Utz to
continue its long-term growth plans and provides greater access to
capital to fund organic and inorganic growth. We remain deeply
committed to Utz's continued success."
Mr. Lissette continued: "We look forward to partnering with
Roger and the seasoned team at Collier Creek as we leverage their
experience in driving value creation in food platform companies.
As a public company, I am confident that Utz will continue to
grow its importance within the salty snack industry, bringing more
of our brands to an ever-greater consumer audience across the
U.S."
"Utz Brands is a phenomenal
business combination that meets all of the criteria we established
when we launched Collier Creek," said Mr. Deromedi. "It's a leading
platform in the attractive and growing salty snack category, with
significant competitive advantages and multiple opportunities to
accelerate growth and drive value creation. We are confident that
by supporting Dylan and the talented management team with our
proven operating playbook, Utz can become the fastest-growing
pure-play branded snack platform of scale in the U.S. We look
forward to working with the Utz team in the years ahead."
"Our partnership with Utz is consistent with our philosophy of
investing in high-quality, durable businesses with compelling
growth opportunities," said Mr. Chu. "This transaction delivers
significant near-term value to our existing shareholders, and we
are fully aligned with the Rice and Lissette family to drive
long-term value creation in the future."
Mr. Giordano added: "We look forward to working closely with
Utz's management to unlock meaningful value for all stakeholders by
investing in innovation and marketing to delight consumers,
expanding distribution into new retailers and geographies,
broadening the Utz product offering, driving operational
efficiencies, and capitalizing on strategic acquisition
opportunities that further enhance Utz's unique platform and brand
portfolio."
Key Transaction Terms
The transaction has been unanimously approved by the board of
directors of Collier Creek, as well as the board of managers of
Utz. The transaction is expected to close in the third quarter of
2020, subject to the satisfaction of customary closing conditions,
including the approval of the shareholders of Collier Creek. Upon
the closing of the transaction, Collier Creek will become a
Delaware corporation and the name
of Collier Creek will be changed to Utz
Brands, Inc.
The Rice and Lissette family is retaining more than 90% of
its existing equity stake, which will represent more than 50%
ownership in Utz Brands upon closing
of the transaction. The remaining ownership will be held by the
public shareholders and sponsor of Collier Creek. In connection
with the transaction, Collier Creek's sponsor and directors will
invest approximately $35 million
alongside public investors via a private placement pursuant to the
forward purchase agreements entered into concurrent with Collier
Creek's initial public offering.
Assuming no redemptions by the public shareholders of Collier
Creek, the approximately $453 million
in cash held in Collier Creek's trust account, together with the
$35 million private placement, will
be used to pay cash consideration to the current Utz owners, pay
transaction expenses, and reduce the Company's existing
indebtedness to approximately 3.1x estimated 2020 Pro Forma
Adjusted EBITDA.
The transaction will be structured as an Up-C where the
continuing Utz owners will retain common units of a partnership
managed by Utz Brands and an equal
number of non-economic voting shares in Utz
Brands. Utz Brands will also
enter into a customary tax receivable arrangement with continuing
Utz owners, which will provide for the sharing of tax benefits
relating to certain pre-combination tax attributes, as well as tax
attributes generated by the transaction and any subsequent sales or
exchanges by the continuing Utz owners of their equity interests,
as those attributes are realized by Utz
Brands.
A more detailed description of the transaction terms will be
included in a current report on Form 8-K to be filed by Collier
Creek with the U.S. Securities and Exchange Commission ("SEC").
Goldman Sachs and Sageworth are acting as financial advisors to
Utz. Citigroup, Credit Suisse, and BofA Securities are acting as
capital markets advisors to Collier Creek. Citigroup and Credit
Suisse are acting as lead financial advisors with BofA Securities
and Nomura also serving as financial advisors to Collier Creek.
Cozen O'Connor is acting as legal counsel to Utz and Kirkland &
Ellis LLP is acting as legal counsel to Collier Creek.
Conference Call Information
Collier Creek's investor conference call and presentation
discussing the transaction can be accessed by visiting
www.netroadshow.com and entering the passcode Utz2020. A transcript
of the call will also be filed by Collier Creek with the SEC.
About Utz
Founded in 1921, Utz is the largest family-owned salty snack
company in the U.S., producing a full line of potato chips,
pretzels, cheese snacks, veggie snacks, pork skins, pub / party
mixes, and other snacks.
The company's iconic brands, which include Utz®, Zapp's®,
Golden Flake®, Good Health®, Boulder Canyon®, Hawaiian Brand®,
Dirty®, Bachman®, Jax®, Wachusett®, Snikiddy®, Kitchen
Cooked®, Snyder of Berlin®, and
Tim's Cascade®, among others, are distributed nationally through
grocery stores, mass merchants, club stores, convenience stores,
dollar/value stores, drug stores, gasoline stations, and other food
retailers.
Based in Hanover, Pennsylvania, Utz operates fourteen
manufacturing facilities located in Pennsylvania,
Alabama, Arizona, Illinois, Indiana, Louisiana,
Massachusetts and Washington, and distributes its products
through over 1,600 Direct Store Delivery (DSD) routes and direct to
customer warehouses.
For information about Utz and its products, please
visit www.utzsnacks.com or call 1-800-FOR-SNAX.
About Collier Creek
Collier Creek is a special purpose acquisition company that
completed its initial public offering in October 2018, raising $440
million in proceeds. Collier Creek was formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. Collier Creek was co-founded by
Roger K. Deromedi, Chinh E. Chu, and Jason K Giordano, who bring
over 80 years of combined investing and operating experience, with
a focus on the consumer goods sector. Mr. Deromedi is the former
Chairman of Pinnacle Foods and the former Chief Executive Officer
of Kraft Foods. Mr. Chu and Mr. Giordano are Senior Managing
Directors of CC Capital, a private investment firm. Collier Creek's
Class A common shares, units, and warrants trade on the NYSE under
the symbols CCH, CCH.U, and CCH WS, respectively. For more
information, please visit www.colliercreekholdings.com.
Additional Information about the Business Combination and
Where to Find It
Collier Creek intends to file a registration statement with the
SEC which will include a preliminary proxy statement and
preliminary prospectus of Collier Creek in connection with the
proposed business combination and, after the registration statement
is declared effective, will mail a proxy statement/prospectus and
other relevant documents to its shareholders. This press release
does not contain all the information that should be considered
concerning the business combination. It is not intended to provide
the basis for any investment decision or any other decision in
respect to the proposed business combination. Collier Creek's
shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus, any
amendments thereto, and the definitive proxy statement/prospectus
in connection with Collier Creek's solicitation of proxies for the
special meeting to be held to approve the business combination, as
these materials will contain important information about Utz and
Collier Creek and the proposed business combination.
The definitive proxy statement/prospectus will be mailed to the
shareholders of Collier Creek as of a record date to be established
for voting on the business combination. Such shareholders will also
be able to obtain copies of the proxy statement, without charge,
once available, at the SEC's website at http://www.sec.gov, or by
directing a request to: Collier Creek Holdings, 200 Park Avenue,
58th Floor, New York,
NY 10166, attention: Bradford
Williams (williams@cc.capital).
Participants in the Solicitation
Collier Creek, Utz and their respective directors, executive
officers, other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Collier Creek's shareholders in connection with the
business combination. Investors and security holders may obtain
more detailed information regarding the names and interests in the
business combination of Collier Creek's directors and officers in
Collier Creek's filings with the SEC, including Collier Creek's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC
on March 12, 2020, and such
information and names of Utz's directors and executive officers
will also be in the Registration Statement on Form S-4 to be filed
with the SEC by Collier Creek, which will include the proxy
statement/prospectus of Collier Creek for the business combination.
Shareholders can obtain copies of Collier Creek's filings with the
SEC, without charge, at the SEC's website at www.sec.gov, or by
directing a request to: Collier Creek Holdings, 200 Park Avenue,
58th Floor, New York,
NY 10166, attention: Bradford
Williams (williams@cc.capital).
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the business combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Collier Creek's and Utz's
actual results may differ from their expectations, estimates and
projections and consequently, you should not rely on these forward
looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Collier Creek's and Utz's expectations with respect to
future performance and anticipated financial impacts of the
proposed business combination, the satisfaction of the closing
conditions to the business combination and the timing of the
completion of the business combination. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside Collier Creek's and
Utz's control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination agreement;
(2) the outcome of any legal proceedings that may be instituted
against Collier Creek and Utz following the announcement of the
business combination agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the
shareholders of Collier Creek or other conditions to closing in the
business combination agreement; (4) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the business combination agreement or could
otherwise cause the business combination to fail to close; (5) the
amount of redemption requests made by Collier Creek's shareholders;
(6) the inability to obtain or maintain the listing of the
post-business combination company's common stock on the New York
Stock Exchange following the proposed business combination; (7) the
risk that the proposed business combination disrupts current plans
and operations; (8) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably and retain
its key employees; (9) costs related to the proposed business
combination; (10) changes in applicable laws or regulations; (11)
the possibility that Utz or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
and (12) other risks and uncertainties indicated from time to time
in the proxy statement/prospectus relating to the proposed business
combination, including those included in the section "Risk
Factors", and in Collier Creek's other filings with the SEC. Some
of these risks and uncertainties may in the future be amplified by
the COVID-19 outbreak and there may be additional risks that
Collier Creek considers immaterial or which are unknown. It is not
possible to predict or identify all such risks. Collier Creek
cautions that the foregoing list of factors is not exclusive.
Collier Creek cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Collier Creek does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based, except as otherwise required
by law.
Non-GAAP Financial Measures
This press release uses certain non-GAAP financial measures such
as Adjusted Net Sales and Pro Forma Adjusted EBITDA. These
non-GAAP financial measures should not be construed as alternatives
to net income or net sales measured in accordance with accounting
principles generally accepted in the U.S. ("GAAP") as indicators of
operating performance or as alternatives to cash flow provided by
operating activities as a measure of liquidity (each as determined
in accordance with GAAP). Other companies, including those in
the snack industry, may calculate these non-GAAP financial measures
differently from how they are calculated and used herein, reducing
their overall usefulness. See Collier
Creek's investor presentation furnished on a current report
on Form 8-K filed with the SEC on June 5,
2020 for a reconciliation of such non-GAAP financial
measures to the most comparable GAAP measure. This press
release also includes certain projections of non-GAAP financial
measures. Due to the high variability and difficulty in making
accurate forecasts and projections of some of the information
excluded from these projected measures, together with some of the
excluded information not being ascertainable or accessible, Collier
Creek is unable to quantify certain amounts that would be required
to be included in the most directly comparable GAAP measure without
unreasonable effort. Consequently, neither this press release nor
the presentation includes disclosure of estimated comparable GAAP
measures and no reconciliation of the forward-looking non-GAAP
financial measures is included.
Investor Contacts
Katie Turner
ICR
646-277-1228
Katie.Turner@icrinc.com
Media Contacts
Collier Creek:
Jonathan Keehner / Tim Ragones / Kate
Thompson
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
Utz:
Cory Ziskind
ICR
646-277-1232
Cory.Ziskind@icrinc.com
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SOURCE Collier Creek Holdings