The definitive proxy is now filed, setting the stockholder vote for November 13, 2026. With the Voting Agreement Stockholders (including the Rice Family Foundation and Dylan Lissette) committed to vote in favor, approval is highly likely. The stock should trade near the $14.25 offer price minus the time value of money and any residual deal-risk discount. Monitor for any stockholder litigation or antitrust delays, but the path to closing appears clear.
Price Chart
Executive Summary
This is Amendment No. 2 to the Schedule 13E-3 going-private transaction statement for Utz Brands, Inc., filed concurrently with the definitive proxy statement (DEFM14A) for the special meeting on November 13, 2026. The filing confirms that Class A stockholders will receive $14.25 per share in cash (an ~91% premium to the pre-announcement price) and that the Special Committee and Board (with conflicted directors abstaining) unanimously recommend approval. The transaction remains subject to stockholder approval and antitrust clearance, with a $50M termination fee.
Key Facts
- Class A stockholders to receive $14.25 per share in cash, an ~91% premium to the pre-announcement closing price.
- Class V Common Stock canceled for no consideration.
- Special Committee and Board (with Messrs. Brown and Lissette abstaining) unanimously recommend approval.
- Citigroup Global Markets Inc. provided a fairness opinion to the Special Committee.
- Continuing Stockholders (Series U and Series R of UM Partners LLC) will receive a $44 million TRA Payment at closing.
- Continuing Stockholders will purchase 2,315,790 common units of Company LLC at $14.25 per unit post-closing, resulting in 50% ownership each for Continuing Stockholders and Surviving Corporation.
- Merger requires majority of outstanding shares and majority of disinterested stockholder votes.
- Special meeting scheduled for November 13, 2026.
- Stock will be delisted from NYSE and deregistered under the Exchange Act after the merger.
- $50 million termination fee applies.
Financial Impact
All-cash consideration of $14.25 per share, representing an ~91% premium to the pre-announcement price. $44 million TRA Payment to Continuing Stockholders. $50 million termination fee.
Risk Factors
- Stockholder vote may fail if disinterested stockholders reject the deal, though Voting Agreement provides a strong base of support.
- Antitrust clearance required; any delay or challenge could push closing beyond the expected timeline.
- Appraisal rights under DGCL Section 262 could lead to post-closing litigation seeking a higher price.
- The $50 million termination fee could deter competing bids.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13E-3/A Filing (Primary) | 0001193125-26-411268 |
| Document: 0001193125-26-411268-index-headers.html | 0001193125-26-411268 |
| Document: 0001193125-26-411268-index.html | 0001193125-26-411268 |
| Document: 0001193125-26-411268.txt | 0001193125-26-411268 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 18d ago | SC 13G | $14.30 | awaiting T+20 | — | $14.30 (+0.00%) |
Oct 2, 2026 25d ago | SC 13E-3/A | $14.27 | awaiting T+20 | — | $14.30 (+0.21%) |
Oct 2, 2026 25d ago | DEFM14A | $14.27 | awaiting T+20 | — | $14.30 (+0.21%) |
Sep 24, 2026 4w ago | SC 13E-3/A | $14.24 $14.29 | ▲ +0.35% | ▲ +0.77% | $14.30 (+0.42%) |
Aug 24, 2026 9w ago | PREM14A | $14.21 $14.23 | ▲ +0.14% | ▼ −1.17% | $14.30 (+0.63%) |
Aug 5, 2026 11w ago | 8-K | $14.12 $14.20 | ▲ +0.57% | ▲ +1.17% | $14.30 (+1.27%) |
Jul 22, 2026 13w ago | 8-K | $14.06 $14.15 | ▲ +0.64% | ▼ −2.26% | $14.30 (+1.71%) |
Jul 21, 2026 14w ago | DEFA14A / 8-K | $14.06 $14.16 | ▲ +0.71% | ▼ −1.85% | $14.30 (+1.71%) |
Jun 21, 2026 18w ago | Institutional Cluster | $6.85 $7.21 | ▼ −5.26% | ▼ −5.40% | $14.30 (−108.76%) |
May 28, 2026 21w ago | 8-K | $7.50 $7.71 | ▲ +2.80% | ▲ +5.95% | $14.30 (+90.67%) |
US Market Status
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