This merger between Utz and Collier Creek Holdings has also prompted the company to go public.
Utz Quality Foods to Combine with Collier Creek Holdings to Form Utz Brands, Inc.
Transaction Introduces Utz as Publicly Listed Company After Nearly 100 Years as Family-Owned Business
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 ([email protected]).
