Business Context and Reporting Period
Company: The Simply Good Foods Company (SMPL)
Filing Type: Form 8-K (Current Report)
Date of Report: January 7, 2022 (Event Date)
Reporting Period: Specific event regarding warrant exercise on January 7, 2022, announced January 10, 2022.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on a capital structure event.
| Metric | Value |
|---|---|
| Warrants Exercised | 6.7 million (Private placement warrants by Conyers Park Acquisition Corp.) |
| Exercise Method | Cashless basis |
| Net Shares Issued | 4,830,761 |
| Conyers Park Total Ownership (Post-Transaction) | 13,766,778 shares |
| Conyers Park Ownership (Pre-Transaction) | 8,936,017 shares |
| Total Issued and Outstanding Shares (Post-Transaction) | 100,963,850 shares |
Material Changes
The primary material change is the increase in the Company's outstanding share count due to the cashless exercise of private placement warrants held by Conyers Park Acquisition Corp. This transaction increased Conyers Park's beneficial ownership by approximately 4.8 million shares.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the exercise of warrants set to expire in July 2022 was executed early on a cashless basis in accordance with the Warrant Agreement.
Outlook: No forward-looking financial guidance is provided in this document.
Risks/Contingencies: The filing notes that the outstanding share count of 100,963,850 excludes approximately 2 million shares related to employee stock options and non-vested stock as of the fiscal first quarter ended November 27, 2021.
Investor Verification Checklist
- Verify the updated total share count of 100,963,850 in subsequent filings.
- Confirm the exact dilution impact on existing shareholders given the issuance of 4,830,761 new shares.
- Review the attached Press Release (Exhibit 99.1) for additional context on the warrant agreement terms.
- Note that the share count excludes ~2 million shares from employee stock options and non-vested stock.