The filing advances the going-private transaction. Monitor stockholder vote and antitrust clearance timelines. The $14.25 per share cash consideration sets a fixed exit price for public holders; any deal risk (regulatory, shareholder vote) could create arbitrage opportunities.
Price Chart
Executive Summary
This Amendment No. 1 to the Schedule 13E-3 (going-private transaction statement) for Utz Brands, Inc. updates the preliminary proxy statement filed concurrently, detailing the proposed acquisition by Intersnack Group GmbH & Co. KG. Class A stockholders will receive $14.25 per share in cash, a ~91% premium to the pre-announcement price. The Special Committee and Board (with related-party abstentions) unanimously recommend approval, and a fairness opinion from Citigroup supports the consideration. The deal requires stockholder approval and antitrust clearance, with a $50M termination fee.
Key Facts
- Class A stockholders to receive $14.25 per share in cash, a ~91% premium to pre-announcement closing price.
- Special Committee and Board (with two abstentions) unanimously recommend approval; Citigroup fairness opinion obtained.
- Merger requires affirmative vote of majority of outstanding shares and majority of disinterested stockholders.
- Continuing Stockholders (Series U and R of UM Partners LLC) will receive a $44M TRA payment and participate in a post-closing recapitalization, owning 50% of Company LLC common units.
- Class V Common Stock canceled for no consideration.
- Stock will be delisted from NYSE and deregistered under the Exchange Act.
- $50M termination fee applies.
- Financing includes debt commitment letters from Bank of America, BNP Paribas, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, and Wells Fargo, and a term facility agreement with Commerzbank and Landesbank Baden-Württemberg.
Financial Impact
All-cash consideration of $14.25 per share, representing a ~91% premium to pre-announcement price. Total implied equity value not explicitly stated in filing.
Risk Factors
- Stockholder approval required; disinterested stockholder vote may be uncertain.
- Antitrust clearance required; regulatory delay or conditions could impede closing.
- $50M termination fee may deter competing bids but does not eliminate deal risk.
- Post-closing recapitalization and TRA payment structure may create complexity.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13E-3/A Filing (Primary) | 0001193125-26-400235 |
| Document: d75151dex9916cxxvi.htm | 0001193125-26-400235 |
| Document: 0001193125-26-400235-index-headers.html | 0001193125-26-400235 |
| Document: 0001193125-26-400235-index.html | 0001193125-26-400235 |
| Document: 0001193125-26-400235.txt | 0001193125-26-400235 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 17d ago | SC 13G | $14.30 | awaiting T+20 | — | $14.28 (−0.14%) |
Oct 2, 2026 24d ago | SC 13E-3/A | $14.27 | awaiting T+20 | — | $14.28 (+0.07%) |
Oct 2, 2026 24d ago | DEFM14A | $14.27 | awaiting T+20 | — | $14.28 (+0.07%) |
Sep 24, 2026 4w ago | SC 13E-3/A | $14.24 $14.29 | ▲ +0.35% | ▲ +0.77% | $14.28 (+0.28%) |
Aug 24, 2026 9w ago | PREM14A | $14.21 $14.23 | ▲ +0.14% | ▼ −1.17% | $14.28 (+0.49%) |
Aug 5, 2026 11w ago | 8-K | $14.12 $14.20 | ▲ +0.57% | ▲ +1.17% | $14.28 (+1.13%) |
Jul 22, 2026 13w ago | 8-K | $14.06 $14.15 | ▲ +0.64% | ▼ −2.26% | $14.28 (+1.56%) |
Jul 21, 2026 13w ago | DEFA14A / 8-K | $14.06 $14.16 | ▲ +0.71% | ▼ −1.85% | $14.28 (+1.56%) |
Jun 21, 2026 18w ago | Institutional Cluster | $6.85 $7.21 | ▼ −5.26% | ▼ −5.40% | $14.28 (−108.47%) |
May 28, 2026 21w ago | 8-K | $7.50 $7.71 | ▲ +2.80% | ▲ +5.95% | $14.28 (+90.40%) |
US Market Status
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