4 unchanged sentences
Evaluation of Disclosure Controls and Procedures
−Removed: We have established disclosure controls and procedures to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Commission’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based on the evaluation as of December 31, 2021, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective at the reasonable assurance level.
+Added: We have established disclosure controls and procedures to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Commission’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on the evaluation as of December 31, 2022, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
3 unchanged sentences
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
−Removed: In accordance with interpretive guidance issued by SEC staff, management has excluded from its assessment of internal control over financial reporting as of December 31, 2021 four acquisitions that were acquired through purchase business combinations during 2021.
−Removed: The acquired entities are wholly-owned subsidiaries whose total assets and total revenues excluded from our assessment of internal control over financial reporting collectively represent approximately 1% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
+Added: In accordance with interpretive guidance issued by SEC staff, management has excluded from its assessment of internal control over financial reporting as of December 31, 2022 two acquisitions that were acquired through purchase business combinations during 2022.
+Added: The acquired entities are wholly-owned subsidiaries whose total assets and total revenues excluded from our assessment of internal control over financial reporting collectively represent less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
45 unchanged sentences
November 3, 2020
−Removed: Sponsor Agreement, dated as of September 7, 2020, by and among Conyers Park II Sponsor LLC, the other holders of Acquiror Class B Common Stock set forth therein, Conyers Park II Acquisition Corp., and Advantage Solutions Inc.
−Removed: September 8, 2020
Amended and Restated Stockholders Agreement, dated as of October 27, 2020, by and among Conyers Park II Acquisition Corp., Karman Topco L.P., CVC ASM Holdco, L.P., the entities identified on the signature pages thereto under the heading “LGP Stockholders”, BC Eagle Holdings, L.P., and Conyers Park II Sponsor LLC
28 unchanged sentences
November 3, 2020
−Removed: Amended and Restated Employment Agreement, dated December 17, 2010, by and between Tanya Domier and Advantage Sales & Marketing LLC
−Removed: November 3, 2020
−Removed: Amendment No.
−Removed: 1 to Amended and Restated Employment Agreement, dated October 1, 2013, by and between Tanya Domier and Advantage Sales & Marketing LLC
−Removed: November 3, 2020
−Removed: Amendment No.
−Removed: 2 to Amended and Restated Employment Agreement, dated October 1, 2014, by and between Tanya Domier and Advantage Sales & Marketing LLC
−Removed: November 3, 2020
−Removed: Amendment No.
−Removed: 3 to Amended and Restated Employment Agreement, dated June 11, 2020, by and between Tanya Domier and Advantage Sales & Marketing LLC
−Removed: November 3, 2020
−Removed: Second Amended and Restated Employment Agreement, dated September 3, 2019, by and between Brian Stevens and Advantage Sales & Marketing LLC
−Removed: November 3, 2020
−Removed: Amended and Restated Employment Agreement, dated September 3, 2019, by and between Jill Griffin and Advantage Sales & Marketing LLC
−Removed: November 3, 2020
+Added: Amended and Restated Employment Agreement dated as of March 1, 2022, by and between Advantage Solutions Inc.
+Added: and Tanya Domier
+Added: March 1, 2022
+Added: Third Amended and Restated Employment Agreement, dated September 30, 2022, by and between Brian Stevens and Advantage Sales & Marketing LLC
+Added: October 4, 2022
+Added: Amended and Restated Employment Agreement, dated March 1, 2022, by and between Advantage Solutions Inc.
+Added: and Jill Griffin
+Added: March 1, 2022
+Added: Separation Agreement and General Release executed January 16, 2023, by and between Advantage Solutions Inc.
+Added: and Jill Griffin
+Added: January 18, 2023
+Added: Employment Agreement dated January 16, 2023, by and between Advantage Solutions Inc.
+Added: and David Peacock
+Added: January 18, 2023
Form of Indemnification Agreement
November 3, 2020
−Removed: Form of Letter Agreement Regarding Management Incentive Plan Payments Acceleration.
−Removed: November 3, 2020
−Removed: Letter Agreement, dated November 1, 2020, by and between Tanya Domier and ASI Intermediate Corp.
−Removed: November 3, 2020
Eighth Amended and Restated Agreement of Limited Partnership for Karman Topco L.P., dated as of September 7, 2020
9 unchanged sentences
October 29, 2021
+Added: Second Amendment to ABL Revolving Credit Agreement, dated as of December 2, 2022, by and among the Borrower, Holdings, the lenders party thereto and Bank of America, as administrative agent.
+Added: December 6, 2022
+Added: First Amendment to Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P.
Code of Ethics
−Removed: March 16, 2021
List of Subsidiaries
18 unchanged sentences
ADVANTAGE SOLUTIONS INC.
−Removed: /s/ Tanya Domier
+Added: /s/ David Peacock
+Added: David Peacock
Chief Executive Officer and Director
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
−Removed: /s/ Tanya Domier
+Added: /s/ David Peacock
+Added: David Peacock
Chief Executive Officer (Principal Executive Officer) and Director
8 unchanged sentences
March 1, 2023
−Removed: /s/ Ronald E.
+Added: /s/ Chris Baldwin
March 1, 2023
+Added: Chris Baldwin
/s/ Cameron Breitner
1 unchanged sentence
Cameron Breitner
−Removed: /s/ Beverly F.
+Added: /s/ Tanya Domier
+Added: Executive Chair and Director
March 1, 2023
2 unchanged sentences
Virginie Costa
−Removed: /s/ Ryan Cotton
−Removed: March 1, 2022
/s/ Timothy J.
2 unchanged sentences
March 1, 2023
−Removed: Chairman of the Board and Director
March 1, 2023
2 unchanged sentences
Robin Manherz
+Added: /s/ Adam Nebesar
March 1, 2023
+Added: /s/ Deborah Poole
+Added: March 1, 2023
+Added: Deborah Poole
+Added: March 1, 2023
/s/ Jonathan D.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.