Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nasdaq  >  Whole Earth Brands, Inc.    FREE

WHOLE EARTH BRANDS, INC.

(FREE)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

WHOLE EARTH BRANDS, INC. : Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

11/12/2020 | 06:09am EST

Item 2.01 Completion of Acquisition or Disposition of Assets.




Equity Purchase Agreement


On November 10, 2020, Whole Earth Brands, Inc. ("Whole Earth" or the "Company") executed and closed a definitive Equity Purchase Agreement (the "Purchase Agreement") with RF Development, LLC ("RF Development"), Swerve, L.L.C. ("Swerve LLC"), and Swerve IP, L.L.C. ("Swerve IP" and together with Swerve LLC, "Swerve"). Swerve is a manufacturer and marketer of a portfolio of zero sugar, keto-friendly, and plant-based sweeteners and baking mixes. Upon the terms and subject to the conditions set forth in the Purchase Agreement, at the closing, Whole Earth purchased all of the issued and outstanding equity interests of both Swerve LLC and Swerve IP from RF Development, and both Swerve LLC and Swerve IP became wholly-owned subsidiaries of Whole Earth (the "Transaction"). The Transaction was structured to simultaneously sign and close, was not subject to any closing conditions, and closed on November 10, 2020.

Pursuant to the terms of the Purchase Agreement, Whole Earth paid RF Development$80,000,000 in cash for all of the issued and outstanding membership interests of both Swerve LLC and Swerve IP, and is subject to customary post-closing adjustments.

The Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreement, and are qualified by information in disclosure schedules that the parties have exchanged in connection with the execution of the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what an investor might view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts.

The foregoing descriptions of the Purchase Agreement and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.



To finance a portion of the acquisition described in Item 2.01 above, the Company utilized approximately $47.9 million under its $50 million revolving loan facility with Toronto Dominion (Texas) LLC, the terms of which were disclosed in the Current Report on Form 8-K filed by the Company on June 30, 2020.

Item 7.01 Regulation FD Disclosure.

On November 10, 2020, the Company issued a press release announcing the acquisition of Swerve LLC and Swerve IP. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On November 10, 2020, the Company issued an announcement presentation, entitled "Whole Earth Brands Acquires Swerve." The announcement presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.




(a)    Financial statements of business acquired.


As permitted by Item 9.01(a)(4) of Form 8-K, the Company will, if required, file the financial information required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.



  1






(b)    Pro forma financial information.


As permitted by Item 9.01(b)(2) of Form 8-K, the Company will, if required, file the financial information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.




(d)    Exhibits.



Exhibit No.                                   Description

  2.1†             Equity Purchase Agreement, dated as of November 10, 2020, by and
                 among Whole Earth Brands, Inc., RF Development, LLC, Swerve, L.L.C.,
                 and Swerve IP, L.L.C.

  99.1             Press Release, dated November 10, 2020.

  99.2             Announcement Presentation, dated November 10, 2020, entitled "Whole
                 Earth Brands Acquires Swerve".





† Certain schedules and exhibits to this Exhibit have been omitted pursuant to

  Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit
  will be furnished supplementally to the SEC upon request.






  2

© Edgar Online, source Glimpses

All news about WHOLE EARTH BRANDS, INC.
01/13WHOLE EARTH BRANDS : Financial Statements and Exhibits (form 8-K/A)
AQ
01/05WHOLE EARTH BRANDS : to Present at the 23rd Annual ICR Virtual Conference
AQ
2020WHOLE EARTH BRANDS, INC. : Entry into a Material Definitive Agreement, Regulatio..
AQ
2020WHOLE EARTH BRANDS : to Buy Wholesome Sweeteners for $180 Million
MT
2020WHOLE EARTH BRANDS, INC. : Enters Into Definitive Agreement to Acquire Wholesome..
BU
2020WHOLE EARTH BRANDS : DA Davidson Starts Whole Earth Brands at Buy With $16 Price..
MT
2020Cantor Fitzgerald Starts Whole Earth Brands at Overweight With $23 Price Targ..
MT
2020Whole Earth Brands, Inc. to Participate in the Canaccord Genuity 2020 Virtual..
GL
2020WHOLE EARTH BRANDS, INC. : Change in Directors or Principal Officers (form 8-K)
AQ
2020WHOLE EARTH BRANDS : Management's Discussion and Analysis of Financial Condition..
AQ
More news
Financials (USD)
Sales 2020 274 M - -
Net income 2020 -32,5 M - -
Net Debt 2020 140 M - -
P/E ratio 2020 -14,5x
Yield 2020 -
Capitalization 457 M 457 M -
EV / Sales 2020 2,18x
EV / Sales 2021 1,59x
Nbr of Employees -
Free-Float 91,7%
Chart WHOLE EARTH BRANDS, INC.
Duration : Period :
Whole Earth Brands, Inc. Technical Analysis Chart | FREE | US96684W1009 | MarketScreener
Technical analysis trends WHOLE EARTH BRANDS, INC.
Short TermMid-TermLong Term
TrendsBullishBullishBullish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 3
Average target price 20,33 $
Last Close Price 11,89 $
Spread / Highest target 85,0%
Spread / Average Target 71,0%
Spread / Lowest Target 59,8%
EPS Revisions
Managers and Directors
NameTitle
Albert Manzone Chief Executive Officer & Director
Irwin David Simon Executive Chairman
Andrew Rusie Chief Financial Officer
Denise Menikheim Faltischek Independent Director
Steven Michael Cohen Independent Director
Sector and Competitors
1st jan.Capitalization (M$)
WHOLE EARTH BRANDS, INC.9.08%457
NESTLÉ S.A.-3.11%317 732
MONDELEZ INTERNATIONAL, INC.-3.80%80 447
DANONE S.A1.49%43 129
THE KRAFT HEINZ COMPANY-5.05%40 237
GENERAL MILLS, INC.-4.81%34 222