Advantage Solutions Inc. 8-K

What Happened

• Advantage Sales & Marketing Inc., an indirect subsidiary of Advantage Solutions Inc., entered a Transaction Support Agreement on February 6, 2026 with holders representing ~59.2% of its 6.50% Senior Secured Notes due 2028 and ~54.3% of its existing term loans to pursue comprehensive maturity extensions.
• On February 9, 2026 the company commenced an Exchange Offer and Consent Solicitation to exchange outstanding 6.50% Senior Secured Notes due 2028 for newly issued 9.000% Senior Secured Notes due 2030 (the “New Notes”) plus cash, and to adopt amendments that would remove many covenants, certain defaults and guarantor/ collateral protections.
• The Exchange Offer and Consent Solicitation expire at 5:00 p.m. (NY time) on March 9, 2026 (expected settlement March 11, 2026). The Parties agreed to use commercially reasonable efforts to commence the Notes Transactions by February 12, 2026 and to consummate the broader Maturity Extensions by March 26, 2026.

Key Details

• Supporting holders in the Transaction Support Agreement represent ~59.2% of Existing Notes and ~54.3% of Existing Term Loans.
• New Notes: 9.000% Senior Secured Notes due 2030; Existing Notes: 6.50% due 2028.
• Exchange Offer/Consent Solicitation launched Feb 9, 2026; expiration Mar 9, 2026 (settlement expected Mar 11, 2026); Transaction Support Agreement sunsets Mar 26, 2026 unless extended.
• The Consent Solicitation seeks to eliminate substantially all affirmative/negative covenants, mandatory purchase/change‑of‑control provisions, many events of default, terminate subsidiary guarantees and release collateral.
• New Notes will be unregistered and offered only to qualified institutional buyers, certain institutional accredited investors or non‑U.S. persons (i.e., transfer restrictions apply).

Why It Matters

• If the exchange and consent solicitations succeed, the company would push debt maturities out to 2030 but at a higher coupon (9.000% vs 6.50%), which increases interest cost while relieving near‑term refinancing pressure.
• The proposed amendments would reduce creditor protections (fewer covenants, released guarantees and collateral), which is important for investors assessing credit risk and recovery prospects.
• The offers and amendments are subject to participation thresholds, conditions in the Transaction Support Agreement, and final documentation—so outcomes depend on sufficient holder support and closing of related transactions.
• The company also provided preliminary (unaudited) 2025 financial estimates to note holders; those figures are management’s estimates and may change when final audited statements are issued.