S-4/A 1 tm2021978-7_s4a.htm S-4/A tm2021978-7_s4a - block - 90.671931s
As filed with the Securities and Exchange Commission on August 3, 2020
Registration No. 333-239151
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLLIER CREEK HOLDINGS*
(Exact name of registrant as specified in its charter)
Cayman Islands*
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
98-1425274
(I.R.S. Employer
Identification No.)
200 Park Avenue, 58th Floor
New York, New York 10166
Telephone: (212) 355-5515
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chinh E. Chu
200 Park Avenue, 58th Floor
New York, New York 10166
(212) 355-5515
Roger K. Deromedi
200 Park Avenue, 58th Floor
New York, New York 10166
(212) 355-5515
Jason K. Giordano
200 Park Avenue, 58th Floor
New York, New York 10166
(212) 355-5515
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Christian O. Nagler, Esq.
Peter Seligson, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Larry P. Laubach, Esq.
Jeremiah G. Garvey, Esq.
Cozen O’Connor P.C.
One Liberty Place
1650 Market Street
Suite 2800
Philadelphia, Pennsylvania 19103
(215) 665-2000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ☐ Accelerated filer ☒
*
Immediately prior to the consummation of the Business Combination described in the proxy statement/prospectus, Collier Creek Holdings intends to effect a deregistration under the Cayman Islands Companies Law (2020 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Collier Creek Holdings’ jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Utz Brands, Inc.” in connection with the Business Combination, as further described in the proxy statement/prospectus. As used in this proxy statement/prospectus, the term “registrant” refers to Collier Creek Holdings (a Cayman Islands exempted company) prior to the Domestication and to the Company (a Delaware corporation) following the Domestication. As used herein, the “Company” refers to Collier Creek as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which in connection with the Domestication and simultaneously with the Business Combination, will change its corporate name to “Utz Brands, Inc.”

Non-accelerated ☐ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount
to be
Registered(5)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Class A common stock(1)
55,875,000 $ 13.19(6) $ 736,991,250 $ 95,662(9)
Class A common stock issuable upon exercise of warrants(2)
21,866,666 $ 11.50(7) $ 251,466,659 $ 32,641(9)
Warrants to purchase Class A common stock(3)
21,866,666 $ 3.65(8) $ 79,813,331 (10)
Class B common stock(4)
2,000,000 $ 13.19(6) $ 26,380,000 (11)
Total
$ 128,303(12)
(1)
The number of shares of Class A common stock of the Company (as defined below) being registered represents (i) 44,000,000 Class A ordinary shares (the “Public Shares”) of Collier Creek Holdings, a Cayman Islands exempted company (“Collier Creek”), that were registered pursuant to the Registration Statements on Form S-1 (SEC File Nos. 333-227295 and 333-227703) (the “IPO registration statement”) and offered by Collier Creek in its initial public offering, and (ii) 11,875,000 Class B ordinary shares (together with the Public Shares, the “Ordinary Shares”). The Ordinary Shares will automatically be converted by operation of law into shares of Class A common stock of the Company as a result of the Domestication (as defined below), other than 2,000,000 Class B ordinary shares that will automatically convert into shares of Class B common stock of the Company, which are convertible into shares of Class A common stock of the Company.
(2)
Represents shares of Class A common stock of the Company to be issued upon the exercise of (i) 14,666,666 redeemable warrants (the “Public Warrants”) to purchase Class A ordinary shares of Collier Creek that were registered pursuant to the IPO registration statement and offered by Collier Creek in its initial public offering and (ii) 7,200,000 warrants to purchase Class A ordinary shares of Collier Creek that were issued in a private placement concurrently with the initial public offering (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”). The Warrants will automatically be converted by operation of law into warrants to acquire shares of Class A common stock of the Company as a result of the Domestication.
(3)
The number of warrants to acquire shares of Class A common stock of the Company being registered represents (i) 14,666,666 Public Warrants and (ii) 7,200,000 Private Placement Warrants.
(4)
The number of shares of Class B common stock of the Company being registered represents the 2,000,000 Class B ordinary shares that will automatically convert into shares of Class B common stock of the Company, which are convertible into shares of Class A common stock of the Company.
(5)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(6)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Collier Creek (the entity to which the Company will succeed following the Domestication) on the New York Stock Exchange (the “NYSE”) on June 9, 2020 ($13.19 per Class A ordinary share). June 9, 2020 was the date for which the most recent reported high and low prices of the Class A ordinary shares of Collier Creek were available prior to the initial filing of this registration statement (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission (the “SEC”)). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(7)
Represents the exercise price of the Warrants.
(8)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Public Warrants of Collier Creek (the entity to which the Company will succeed following the Domestication) on the NYSE on June 9, 2020 ($3.65 per Public Warrant). June 9, 2020 was the date for which the most recent reported high and low prices of the Public Warrants of Collier Creek were available prior to the initial filing of this registration statement (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(9)
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001298.
(10)
No registration fee is required pursuant to Rule 457(g) under the Securities Act.
(11)
No registration fee is required pursuant to Rule 457(i) under the Securities Act.
(12)
Previously paid.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 3, 2020
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF COLLIER CREEK HOLDINGS
PROSPECTUS FOR
55,875,000 SHARES OF CLASS A COMMON STOCK, 2,000,000 SHARES OF CLASS B COMMON STOCK AND 21,866,666 WARRANTS OF COLLIER CREEK HOLDINGS (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED UTZ BRANDS, INC. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)
The board of directors of Collier Creek Holdings, a Cayman Islands exempted company (“Collier Creek”), has unanimously approved (i) the domestication of Collier Creek as a Delaware corporation (the “Domestication”); (ii) the acquisition of certain company units of Utz Brands Holdings, LLC (“Utz”), the parent of Utz Quality Foods, LLC, from its existing equityholders (collectively, the “Sellers”) and as a result of new issuances, by Collier Creek with Utz becoming a direct subsidiary of the Company (the “Business Combination”); and (iii) the other transactions contemplated by the Business Combination Agreement, dated as of June 5, 2020 (as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among Collier Creek, Utz and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annex C. In connection with the Business Combination, Collier Creek will change its name to “Utz Brands, Inc.” As used in this proxy statement/prospectus, the “Company” refers to Collier Creek as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which, in connection with the Domestication and simultaneously with the Business Combination, will change its corporate name to “Utz Brands, Inc.” As described in this proxy statement/prospectus, Collier Creek’s shareholders are being asked to consider a vote upon (among other things) the Business Combination.
On the effective date of the Domestication, (i) the issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), of Collier Creek will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”); (ii) the issued and outstanding redeemable warrants that were registered pursuant to the Registration Statements on Form S-1 (SEC File Nos. 333-227295 and 333-227703) of Collier Creek (the “IPO registration statement”) will automatically become redeemable warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding public warrants as a result of the Domestication); (iii) each issued and outstanding unit of Collier Creek that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock; (iv) each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), of Collier Creek will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Class A common stock, other than an aggregate of 2,000,000 Class B ordinary shares that will automatically be converted into 2,000,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock”) pursuant to the Sponsor Side Letter Agreement entered into by Collier Creek and the Sponsor Parties (as defined in the attached proxy statement/prospectus); and (v) the issued and outstanding warrants of Collier Creek issued in a private placement will automatically become warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding private placement warrants as a result of the Domestication).
Accordingly, this prospectus covers 55,875,000 shares of Class A common stock (including shares issuable upon conversion of the Class B common stock), 21,866,666 shares of Class A common stock issuable upon exercise of warrants, 2,000,000 shares of Class B common stock and 21,866,666 warrants to acquire shares of Class A common stock.
Collier Creek’s units, Class A ordinary shares and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “CCH.U,” “CCH” and “CCH WS,” respectively. Collier Creek will apply for listing, to be effective at the time of the Business Combination, of the Company’s Class A common stock and warrants on the NYSE under the proposed symbols “UTZ” and “UTZ WS,” respectively.

This proxy statement/prospectus provides shareholders of Collier Creek with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Collier Creek. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factorsbeginning on page 75 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated                 , 2020 and
is first being mailed to Collier Creek’s shareholders on or about                 , 2020.

 
COLLIER CREEK HOLDINGS
A Cayman Islands Exempted Company
(Company Number 336209)
200 Park Avenue, 58th Floor, New York, New York 10166
To the Shareholders of Collier Creek:
You are cordially invited to attend the extraordinary general meeting in lieu of the general annual meeting (the “Shareholders Meeting”) of Collier Creek Holdings, a Cayman Islands exempted company (“Collier Creek” and, after the Domestication as described below, the “Company”), at 9 a.m., Eastern Daylight Time, on                 , 2020, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
At the Shareholders Meeting, shareholders of Collier Creek will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Business Combination Agreement, dated effective as of June 5, 2020 (as may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among Collier Creek, Utz Brands Holdings, LLC (“Utz”), the parent of Utz Quality Foods, LLC, and Utz’s existing equityholders (collectively, the “Sellers”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and the transactions contemplated thereby. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, following the Domestication of Collier Creek to the State of Delaware as described below, Collier Creek will acquire certain company units of Utz as a result of a new issuance by Utz and from the Sellers, with Collier Creek continuing to operate as the Company and Utz becoming a direct subsidiary of the Company (the “Business Combination”).
As a condition to closing the Business Combination, the board of directors of Collier Creek has unanimously approved, and shareholders of Collier Creek are being asked to consider and vote upon a proposal to approve (the “Domestication Proposal”), a change of Collier Creek’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Business Combination, Collier Creek will change its name to “Utz Brands, Inc.” As used herein, the “Company” refers to Collier Creek as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which, in connection with the Domestication and simultaneously with the Business Combination, will change its corporate name to “Utz Brands, Inc.”
On the effective date of the Domestication, (i) the issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), of Collier Creek will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”); (ii) the issued and outstanding redeemable warrants that were registered pursuant to the Registration Statements on Form S-1 (SEC File Nos. 333-227295 and 333 -227703) of Collier Creek (the “IPO registration statement”) will automatically become redeemable warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding public warrants as a result of the Domestication); (iii) each issued and outstanding unit of Collier Creek that has not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock; (iv) each issued and outstanding Class B ordinary share, par value $0.0001 per share (the
 

 
Class B ordinary shares”), of Collier Creek will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into one share of Class A common stock, other than an aggregate of 2,000,000 Class B ordinary shares that will automatically be converted into 2,000,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock”) pursuant to the Sponsor Side Letter Agreement (as defined below) entered into by Collier Creek, Collier Creek Partners LLC, a Delaware limited liability company (the ‘‘Sponsor’’), the Founder Holders (as defined in the attached proxy statement/prospectus), and Collier Creek’s independent directors (the Sponsor, together with such individuals and Founder Holders, collectively, the “Sponsor Parties”); and (v) the issued and outstanding warrants of Collier Creek issued in a private placement will automatically become warrants to acquire shares of Class A common stock (no other changes will be made to the terms of any issued and outstanding private placement warrants as a result of the Domestication). As used herein, “Public Shares” shall mean the Class A ordinary shares and “Public Warrants” shall mean the redeemable warrants to acquire Class A ordinary shares, in each case, that were registered pursuant to the IPO registration statement and the shares of the Class A common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. As used herein, “Class B ordinary shares” shall mean the 11,875,000 Class B ordinary shares, par value $0.0001 per share, of Collier Creek and “Private Placement Warrants” shall mean the 7,200,000 private placement warrants outstanding as of the date of this proxy statement/prospectus, which will be automatically converted by operation of law into warrants to acquire shares of Class A common stock in the Domestication. For further details, see “Shareholder Proposal 1: The Domestication Proposal.”
You will also be asked to consider and vote upon (i) a proposal to approve and adopt the Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which is referred to herein as the “Equity Incentive Plan Proposal,” (ii) seven separate proposals to approve material differences between Collier Creek’s existing amended and restated memorandum and articles of association (the “Existing Organizational Documents”) and the proposed new certificate of incorporation and bylaws of the Company upon the Domestication (the “Certificate of Incorporation”), which are referred to herein as the “Organizational Documents Proposals” and (iii) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting, which is referred to herein as the “Adjournment Proposal.” The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal and certain of the Organizational Documents Proposals (the “Required Organizational Documents Proposals”) (collectively, the “Condition Precedent Proposals”) are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Organizational Documents Proposals that are not Required Organizational Documents Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Condition Precedent Proposals, however, if each of the Organizational Documents Proposals do not receive approval at the Shareholders Meeting from the holders of at least two-thirds of the ordinary shares of Collier Creek as of the record date that are present and vote at the Shareholders Meeting, the Business Combination can close only if the Sellers and Collier Creek waive certain conditions to closing under the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully in its entirety.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) the Sellers will (a) retain 57,765,978 economic non-voting interests in Utz (“Common Company Units”), (b) receive 57,765,978 shares of Class V common stock, par value $0.0001 per share, of the Company (the “Class V common stock”), which will be non-economic voting stock of the Company; provided, that, to the extent that the Net Cash Consideration (defined below) is a negative number, then such number of retained Common Company Units and shares of Class V common stock will each be reduced by that number equal to (x) the amount by which the Net Cash Consideration is a negative number, divided by (y) $10.00, and (c) receive 3,483,022 non-voting unvested performance interests in Utz (“Restricted Company Units,” and the Restricted Company Units held by the Sellers at Closing, the “Retained Restricted Company Units”), which will convert into Common Company Units upon vesting (and, for each unit so converted, entitle the Sellers to an additional share of Class V common stock and payment of an ordinary catch-up distribution amount as if such unit had been vested as of Closing); (ii) Collier Creek will acquire (a) 57,375,000
 

 
Common Company Units; provided, that, such amount will be reduced on a one-to-one basis for each share of Class A common stock redeemed for which a new share of Class A common stock is not sold in connection with a permitted equity financing, (b) 2,000,000 Restricted Company Units and (c) 100% of the non-economic managing interests of Utz; and (iii) an aggregate of 2,000,000 Class B ordinary shares of Collier Creek held by the Sponsor and Collier Creek’s independent directors will be automatically converted into 1,000,000 shares of Series B-1 non-voting common stock, par value $0.0001 per share, of the Company (the “Series B-1 common stock”) and 1,000,000 shares of Series B-2 non-voting common stock, par value $0.0001 per share, of the Company (the “Series B-2 common stock,” and together with the Series B-1 common stock, the “Restricted Sponsor Shares”). The Restricted Sponsor Shares will have no voting rights and will entitle the holder thereof to participate in any dividends declared on the Class A common stock, however such dividends will not be payable until such shares of Class B common stock are convertible into shares of Class A common stock pursuant to the terms of the Sponsor Side Letter Agreement and the Certificate of Incorporation.
The aggregate consideration (the “Business Combination Consideration”) payable or issuable by Collier Creek in exchange for the 57,375,000 Common Company Units (as may be reduced in connection with redemptions, subject to any permitted equity financing) and 2,000,000 Restricted Company Units is comprised of (i) an amount in cash (the “UPA Seller Preferred Equity Purchase Consideration”) which shall be used by Collier Creek to acquire the preferred units in the Sellers owned by BSOF SN LLC (“UPA Seller”) at the Closing (which units shall be immediately redeemed by the Sellers at the Closing in exchange for a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek), (ii) an amount in cash (the “UPA Seller Common Equity Purchase Consideration”), which shall be used to acquire the common units in the Sellers owned by UPA Seller at the Closing (which units shall be immediately redeemed by the Sellers at the Closing in exchange for a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek), (iii) $60 million less the UPA Seller Common Equity Purchase Consideration less certain amounts (the “Deducted Amount”) with respect to transactions by the Sellers and certain of their related parties following December 30, 2019 (the “Net Cash Consideration”) to acquire a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek, (iv) 57,765,978 shares of Class V common stock; provided, that, to the extent that the Net Cash Consideration is a negative number, then such number of shares of Class V common stock will be reduced by that number of shares of Class V common stock equal to (x) the amount by which the Net Cash Consideration is a negative number, divided by (y) $10.00, and (v) a cash contribution to Utz (the “Contribution Amount”) in an amount equal to (a) the aggregate amount held in the trust account of Collier Creek following any Redemptions, which holds the net proceeds from the initial public offering and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon (the “Trust Account”), which amount equals to $           as of           , 2020, plus (b) $35,000,000 of proceeds from the forward purchases (the “Forward Purchases”) of 3,500,000 Class A ordinary shares (the “Forward Purchase Shares”) and 1,166,666 redeemable warrants (the “Forward Purchase Warrants”) of Collier Creek pursuant to certain forward purchase agreements (the “Forward Purchase Agreements”), dated as of September 7, 2018, among Collier Creek, the Sponsor and Collier Creek’s independent directors, plus (c) the net proceeds from any Permitted Equity Financing (as defined in this proxy statement/prospectus), if any, less (d) the UPA Seller Preferred Equity Purchase Consideration, (e) the UPA Seller Common Equity Purchase Consideration and (f) the Net Cash Consideration, which Contribution Amount will be contributed to Utz in exchange for the issuance of a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek. The Deducted Amount will be contributed to Utz. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.
Concurrently with the execution of the Business Combination Agreement, Collier Creek and the Sponsor Parties entered into the Sponsor Side Letter Agreement on June 5, 2020 (the “Sponsor Side Letter Agreement”), pursuant to which, among other things, the Sponsor Parties have agreed to, immediately prior to, and conditioned upon, the closing date of the Business Combination (the “Closing Date”), automatically convert an aggregate of 2,000,000 Class B ordinary shares of Collier Creek into 2,000,000 Restricted Sponsor Shares. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”
 

 
Concurrently with the execution of the Business Combination Agreement, Collier Creek, the Sellers and UPA Seller entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) on June 5, 2020, pursuant to which, among other things, substantially simultaneously with Closing, Collier Creek will purchase an aggregate of 125,000 Series A Preferred Units of the Sellers and 102,060.14 Common Units of the Sellers from UPA Seller (the “Unit Purchase”), which units will be immediately redeemed by the Sellers at the Closing following such purchase. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — The Unit Purchase Agreement.”
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing Date, including, the Third Amended and Restated Limited Liability Company Agreement, the Tax Receivable Agreement, the Investor Rights Agreement and the Standstill Agreement (each as defined in the accompanying proxy statement/prospectus). The Third Amended and Restated Limited Liability Company Agreement will provide for, among other things, the ability for the Sellers holding Common Company Units from and after the one-year anniversary of the Closing Date or such earlier time as the Lock-Up period expires in accordance with the Investor Rights Agreement, no more than twice per calendar quarter (in the aggregate), to exchange all or any portion of their Common Company Units, together with the cancellation of an equal number of shares of Class V common stock, for a number of shares of Class A common stock equal to the number of exchanged Common Company Units, subject to the limitations and requirements set forth in the Third Amended and Restated Limited Liability Company Agreement regarding such exchanges. See “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.
Pursuant to the Existing Organizational Documents, a public shareholder may request that Collier Creek redeem all or a portion of such shareholder’s Public Shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (the “Transfer Agent”), Collier Creek’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their Public Shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to the Transfer Agent, the Company will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of our initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of           , 2020, this would have amounted to approximately $      per issued and outstanding Public Share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The redemption takes place following the Domestication and accordingly it is shares of Class A common stock that will be redeemed immediately after consummation of the Business Combination. See “Shareholders Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
 

 
The holders of Class B ordinary shares have agreed to vote all of their ordinary shares in favor of the proposals being presented at the Shareholders Meeting and waive their redemption rights with respect to such ordinary shares in connection with the consummation of the Business Combination. The Class B ordinary shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the holders of Class B ordinary shares own approximately 21.25% of the issued and outstanding ordinary shares.
The Business Combination Agreement provides that Utz’s and the Sellers’ obligation to consummate the Business Combination is conditioned on, among other things, that the Company shall have available cash of at least $300,000,000 equal to the sum of: (i) the aggregate amount held in the Trust Account of Collier Creek, less amounts required for the redemptions each holder of Public Shares of Collier Creek is entitled to, to the extent such holder elects to exercise such redemption rights, (ii) the consummation of any Permitted Equity Financing (net of costs) and (iii) the aggregate gross proceeds from the Forward Purchases. We refer to this as the “Minimum Cash Condition.” If this Minimum Cash Condition is not met, and such condition is not waived by the Sellers and Collier Creek, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Collier Creek redeem Public Shares in an amount that would cause Collier Creek’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
Collier Creek is providing the accompanying proxy statement/prospectus and accompanying proxy card to Collier Creek’s shareholders in connection with the solicitation of proxies to be voted at the Shareholders Meeting and at any adjournments of the extraordinary meeting. Information about the Shareholders Meeting, the Business Combination and other related business to be considered by Collier Creek’s shareholders at the Shareholders Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholders Meeting, all of Collier Creek’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factorsbeginning on page 75 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of Collier Creek has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Collier Creek’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Collier Creek, you should keep in mind that Collier Creek’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Interests of Collier Creek’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The Business Combination Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Collier Creek ordinary shares that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Organizational Documents Proposals will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Collier Creek ordinary shares as of the Record Date that are present and vote at the Shareholders Meeting.
Your vote is very important. Whether or not you plan to attend the Shareholders Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholders Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholders Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition
 

 
Precedent Proposals are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Organizational Documents Proposals that are not Required Organizational Documents Proposals are conditioned on the approval of the Condition Precedent Proposals, however if each of the Organizational Documents Proposals do not receive approval at the Shareholders Meeting from the holders of two-thirds of the ordinary shares of Collier Creek as of the record date that are present and vote at the Shareholders Meeting, the Business Combination may close only if the Sellers and Collier Creek waive certain conditions to closing under the Business Combination Agreement. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholders Meeting. If you are a shareholder of record and you attend the Shareholders Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO COLLIER CREEK’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDERS MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of the board of directors of Collier Creek, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Jason K. Giordano
Co-Executive Chairman
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated                 , 2020 and is first being mailed to shareholders on or about                 , 2020.
 

 
ADDITIONAL INFORMATION
The accompanying document is the proxy statement of Collier Creek for the Shareholders Meeting and the prospectus for the securities of the continuing Delaware corporation following the Domestication. This registration statement and the accompanying proxy statement/prospectus is available without charge to shareholders of Collier Creek upon written or oral request. This document and other filings by Collier Creek with the Securities and Exchange Commission may be obtained by either written or oral request to Collier Creek Holdings, 200 Park Avenue, 58th Floor, New York, New York 10166 or by telephone at (212) 355-5515.
The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.
In addition, if you have questions about the Shareholder Proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing CCH.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.
See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.
Information contained on the Collier Creek website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement/prospectus.
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholders Meeting, or no later than                 , 2020.
 

 
COLLIER CREEK HOLDINGS
A Cayman Islands Exempted Company
(Company Number 336209)
200 Park Avenue, 58th Floor, New York, New York 10166
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON                 , 2020
TO THE SHAREHOLDERS OF COLLIER CREEK HOLDINGS:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of the annual general meeting (the “Shareholders Meeting”) of Collier Creek Holdings, a Cayman Islands exempted company (“Collier Creek” and, after the Domestication as described below, the “Company”), will be held at 9 a.m., Eastern Time, on                 , 2020, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
As all shareholders will no doubt be aware, due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material. You are cordially invited to attend the Shareholders Meeting, which will be held for the following purposes:
(1)
Proposal No. 1  — The Domestication Proposal — To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of Collier Creek by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected simultaneously with the Business Combination (as defined below) by Collier Creek filing a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Collier Creek will become a Delaware corporation and will change its corporate name to “Utz Brands, Inc.” (together with Collier Creek following the Domestication and the Business Combination, the “Company”) and all outstanding securities of Collier Creek will convert to outstanding securities of the Company, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.” The forms of the proposed Delaware Certificate of Incorporation and proposed Bylaws of the Company to become effective upon the Domestication, are attached to the accompanying proxy statement/prospectus as Annex A and Annex B, respectively.
(2)
Proposal No. 2  — The Business Combination Proposal  — To consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated as of June 5, 2020 (as amended or supplemented from time to time, the “Business Combination Agreement”), by and among Collier Creek, Utz Brands Holdings, LLC (“Utz”), the parent of Utz Quality Foods, LLC, and Utz’s existing equityholders (collectively, the “Sellers”), and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”). Pursuant to the Business Combination Agreement, Collier Creek will acquire certain limited liability company units of Utz and simultaneously with such acquisition will change its name to Utz Brands, Inc., with Utz Brands, Inc. continuing as the holding company of Utz subsequent to the Business Combination, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex C.
 

 
(3)
Proposal No. 3  — The Equity Incentive Plan Proposal  — To consider and vote upon the approval by ordinary resolution of the Equity Incentive Plan. We refer to this as the “Equity Incentive Plan Proposal.” A copy of the Equity Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex D.
(4)
The Organizational Documents Proposals  — To consider and vote upon the following seven separate proposals by special resolutions (collectively, the “Organizational Documents Proposals”) to approve by special resolution the following material differences between the current amended and restated memorandum and articles of association of Collier Creek (the “Existing Organizational Documents”) and the proposed new certificate of incorporation (the “Certificate of Incorporation”) and the proposed new bylaws (the “Bylaws” and, together with the Certificate of Incorporation, the “Proposed Organizational Documents”) of Collier Creek (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Utz Brands, Inc.” in connection with the Business Combination:
(A)
Proposal No. 4  — Organizational Documents Proposal A  — As a special resolution, to authorize the change in the authorized capital stock of Collier Creek from (i) 400,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 1,000,000 preferred shares, par value $0.0001 per share, to (ii) 1,000,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”), 1,000,000 shares of Series B-1 non-voting common stock, par value $0.0001 per share, of the Company (the “Series B-1 common stock”), 1,000,000 shares of Series B-2 non-voting common stock, par value $0.0001 per share, of the Company (the “Series B-2 common stock”), 61,249,000 shares of Class V common stock, par value $0.0001 per share, of the Company (the “Class V common stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (the “Preferred Stock”) (this proposal is referred to herein as “Organizational Documents Proposal A”);
(B)
Proposal No. 5  — Organizational Documents Proposal B  — As a special resolution, to authorize the Company to make issuances of any or all shares of Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Company’s board of directors and as may be permitted by the DGCL (this proposal is referred to herein as “Organizational Documents Proposal B”);
(C)
Proposal No. 6  — Organizational Documents Proposal C  — As a special resolution, to provide that certain provisions of the Certificate of Incorporation are subject to certain provisions of the Investor Rights Agreement (as defined below) (this proposal is referred to herein as “Organizational Documents Proposal C”);
(D)
Proposal No. 7  — Organizational Documents Proposal D  — As a special resolution, to authorize the removal of the ability of the Company’s stockholders to take action by written consent in lieu of a meeting unless such action is recommended or approved by all directors then in office (this proposal is referred to herein as “Organizational Documents Proposal D”);
(E)
Proposal No. 8 — Organizational Documents Proposal E — As a special resolution, to authorize the classification of the Company Board into three classes of directors with staggered three-year terms of office and make certain related changes (this proposal is referred to herein as “Organizational Documents Proposal E”);
(F)
Proposal No. 9 — Organizational Documents Proposal F — As a special resolution, to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation (this proposal is referred to herein as “Organizational Documents Proposal F”); and
(G)
Proposal No. 10  — Organizational Documents Proposal G  — As a special resolution, to authorize all other changes in connection with the replacement of Existing Organizational Documents
 

 
with the Certificate of Incorporation and Bylaws as part of the Domestication (copies of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex B, respectively), including (1) changing the post-Business Combination corporate name from “Collier Creek Holdings” to “Utz Brands, Inc.” (which is expected to occur after the Domestication in connection with the Business Combination), (2) making the Company’s corporate existence perpetual, (3) electing to not be governed by Section 203 of the DGCL but providing other restrictions regarding takeovers by interested stockholders, (4) granting an explicit waiver regarding corporate opportunities to non-employee directors of the Company and (5) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the board of directors of Collier Creek believes are necessary to adequately address the needs of the Company after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal G” and, together with Organizational Documents Proposal A, the “Required Organizational Documents Proposals” and, collectively with the Domestication Proposal, the Business Combination Proposal, and the Required Organizational Documents Proposals, the “Condition Precedent Proposals”); and
(5)
Proposal No. 11  — The Adjournment Proposal  — To consider and vote upon a proposal by ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (this proposal is referred to herein as the “Adjournment Proposal”).
These Shareholder Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ordinary shares of Collier Creek at the close of business on                 , 2020 (the “Record Date”) are entitled to notice of the Shareholders Meeting and to vote and have their votes counted at the Shareholders Meeting and any adjournments of the Shareholders Meeting.
After careful consideration, the board of directors of Collier Creek has determined that the Shareholder Proposals are fair to and in the best interests of Collier Creek and its shareholders and unanimously recommends that the holders of Collier Creek’s ordinary shares entitled to vote with respect to each of the Shareholder Proposals, vote or give instruction to vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” each of the Organizational Documents Proposals and “FOR” the Adjournment Proposal.
The existence of any financial and personal interests of one or more of Collier Creek’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Collier Creek and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal  — Interests of Collier Creek’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Existing Organizational Documents, a Public Shareholder may request that the Company redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i)
(a) hold Public Shares, or (b) if you hold Public Shares through units, you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company, Collier Creek’s transfer agent, in which you (a) request that the Company redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and
 

 
(iii)
deliver your Public Shares to Continental Stock Transfer & Trust Company, Collier Creek’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Public Shareholders may seek to have their Public Shares redeemed by Collier Creek, regardless of whether they vote for or against the Business Combination or any other Shareholder Proposals and whether they held Collier Creek ordinary shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds ordinary shares of Collier Creek on or before           , 2020 (two (2) business days before the Shareholders Meeting) will have the right to demand that his, her or its shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $      million on           , 2020 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $      . A Public Shareholder who has properly tendered his, her or its Public Shares for Redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.
Collier Creek shareholders who seek to redeem their Public Shares must demand Redemption no later than           , Eastern Daylight Time, on           , 2020 (two (2) business days before the Shareholders Meeting) by (a) submitting a written request to the Transfer Agent that Collier Creek redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for Redemption if such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to ordinary shares of Collier Creek and (c) delivering their ordinary shares, either physically or electronically using DTC’s deposit/withdrawal at custodian system (“DWAC”), at the holder’s option, to the Transfer Agent prior to the Shareholders Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more of Collier Creek’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Collier Creek.
Pursuant to the Insider Letter Agreement, the Sponsor, officers and directors of Collier Creek have waived all of their Redemption Rights and will not have Redemption Rights with respect to any Collier Creek Shares owned by them, directly or indirectly. Holders of the warrants will not have redemption rights with respect to the warrants.
Each of the Domestication Proposal, the Business Combination Proposal and the Required Organizational Documents Proposals is interdependent upon the others and must be approved in order for Collier Creek to complete the Business Combination contemplated by the Business Combination Agreement. If any of the Domestication Proposal, Business Combination Proposal or the Required Organizational Documents Proposals fail to receive the required approval by the shareholders of Collier Creek at the Shareholders Meeting, the Business Combination will not be completed. In addition, if each of the Organizational Documents Proposals do not receive approval at the Shareholders Meeting from the holders of at least two-thirds of the ordinary shares of Collier Creek as of the Record Date that are present and vote at the Shareholders Meeting, the Business Combination can close only if the Sellers and Collier Creek waive certain conditions to closing under the Business Combination Agreement. The Business Combination Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal will require an ordinary
 

 
resolution, being the approval of the holders of a majority of the ordinary shares of Collier Creek that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Organizational Documents Proposals will require a special resolution, being the approval of the holders of at least two-thirds of the ordinary shares of Collier Creek as of the Record Date that are present and vote at the Shareholders Meeting.
Unless we are required to meet virtually to take necessary precautions due to COVID-19, all shareholders of Collier Creek are cordially invited to attend the Shareholders Meeting in person. To ensure your representation at the Shareholders Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a shareholder of record of Collier Creek ordinary shares, you may also cast your vote in person at the Shareholders Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Shareholders Meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Whether or not you plan to attend the Shareholders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Shareholders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
Jason K. Giordano
           , 2020
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE SHAREHOLDER PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT COLLIER CREEK REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO COLLIER CREEK’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SHAREHOLDERS MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SHAREHOLDERS MEETING  — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
 

 
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FREQUENTLY USED TERMS
Definitions
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Collier Creek” refer to Collier Creek Holdings (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware).
In this document:
10% U.S. Shareholder” means a U.S. Holder who, on the date of the Domestication, beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Collier Creek Shares entitled to vote or 10% or more of the total value of all classes of Collier Creek Shares.
Aided brand awareness” means the percentage of people who express knowledge of the Utz brand when prompted.
Adjournment Proposal” means the proposal to be considered at the Shareholders Meeting to adjourn the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting.
Adjusted EBITDA Margin” means our Adjusted EBITDA divided by Utz’s Net Sales for the applicable period. References to Utz’s “Further Adjusted EBITDA Margin” refer to Utz’s Further Adjusted EBITDA divided by Utz’s Pro Forma Net Sales for the applicable period. We believe these are an important metrics for investors as Utz’s management uses them to analyze and forecast our business.
Amended and Restated Memorandum and Articles of Association” means Collier Creek’s Amended and Restated Memorandum and Articles of Association adopted by special resolution, dated October 4, 2018, as may hereafter be amended.
annual capacity” and “capacity utilization” at our manufacturing facilities are based on management’s estimate of available capacity, excluding weekly sanitation, over a seven-day work schedule.
ASC” means the Accounting Standards Codification.
Business Combination” means the transactions contemplated by the Business Combination Agreement.
Business Combination Agreement” means the Business Combination Agreement, entered into as of June 5, 2020, by and among Collier Creek, Utz, and the Sellers, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex C.
Business Combination Consideration” means the UPA Seller Preferred Equity Purchase Consideration, the UPA Seller Common Equity Purchase Consideration, the Net Cash Consideration, 57,765,978 shares of Class V common stock (as may be reduced) and the Contribution Amount to be paid or issued by Collier Creek in connection with the Business Combination.
Business Combination Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Business Combination.
Bylaws” mean the proposed bylaws of the Company to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B.
CAGR” means the compound annual growth rate of the applicable metric over the time period specified.
Cash Consideration” means $60 million less the UPA Seller Common Equity Purchase Consideration.
Cayman Islands Companies Law” refers to the Companies Law (2020 Revision) of the Cayman Islands.
 
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CC Capital” means CC Capital Partners, LLC, a Delaware limited liability company.
certain Northeast and Mid-Atlantic cities” include the cities of Baltimore, Philadelphia, and Washington D.C. and are based on management estimates.
Certificate of Incorporation” means the proposed certificate of incorporation of the Company to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex A.
“Class A common stock” means the Class A common stock of the Company, par value $0.0001 per share.
“Class A ordinary shares” means the Class A ordinary shares of Collier Creek, par value $0.0001 per share.
Class B common stock” means, collectively, the Series B-1 common stock, par value $0.0001 per share, and the Series B-2 common stock, par value $0.0001 per share, of the Company.
“Class B ordinary shares” means the Class B ordinary shares of Collier Creek, par value $0.0001 per share.
Class B Shareholders” means the holders of 11,875,000 Class B ordinary shares.
“Class V common stock” means the Class V common stock of the Company, par value $0.0001 per share.
“Closing” means the closing of the Business Combination.
Code” means the Internal Revenue Code of 1986, as amended.
Collier Creek” means Collier Creek Holdings (which, prior to the Domestication, is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware and will be referred to as the “Company”).
Collier Creek Board” means the board of directors of Collier Creek.
Collier Creek Shares” means, collectively, the Class A ordinary shares and the Class B ordinary shares of Collier Creek.
Combination Period” means the 24 months from the closing of the IPO within which Collier Creek is required to complete an initial business combination under its Amended and Restated Memorandum and Articles of Association.
“Common Company Units” means common units representing limited liability company interests of Utz following the Business Combination, which will be non-voting, economic interests in Utz.
Company” means Collier Creek as a Delaware corporation by way of continuation following the Domestication and the Business Combination. In connection with the Domestication and simultaneously with the Business Combination, Collier Creek will change its corporate name to “Utz Brands, Inc.”
Company Board” means the board of directors of the Company subsequent to the completion of the Business Combination.
“Company Shares” means, collectively, all shares of the Class A common stock, Class B common stock and Class V common stock of the Company.
“Comparable Sales Growth” means annualized growth in Net Sales. Growth rate for 2017 through 2019 excludes the negative impact from increased IO discounts related to Utz’s structural shift towards IOs from RSPs.
Condition Precedent Proposals” means the Domestication Proposal, the Business Combination Proposal and the Required Organizational Documents Proposals.
 
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Conagra” means Conagra Brands, Inc.
Conagra Acquisition” means our acquisition of Kennedy Endeavors, Inc. (“Kennedy”) from Peak Finance Holdings LLC, a subsidiary of Conagra, which closed on October 21, 2019.
Contribution Amount” means a cash contribution to Utz in amount equal to (a) the aggregate amount held in the Trust Account following any Redemptions, plus (b) $35,000,000 of proceeds from the Forward Purchases, plus (c) the net proceeds from any Permitted Equity Financing, if any, less (d) the UPA Seller Preferred Equity Purchase Consideration, (e) the UPA Seller Common Equity Purchase Consideration and (f) the Net Cash Consideration, which Contribution Amount will be contributed by Collier Creek to Utz in exchange for the issuance of a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek.
Core” geographies mean our legacy Northeast and Mid-Atlantic states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, and Washington D.C. as well as Alabama, Illinois, Oregon, and Washington where we have acquired strong regional brands and distribution capabilities in recent years.
DGCL” means the Delaware General Corporation Law, as amended.
distribution in retail stores” means the All Commodity Volume distribution percentage for the specified brand or group of brands across IRI’s MULO-C database. References to distribution in retail stores for 2019 represent the 52-week period ended on December 29, 2019 and for 2014 represent the 52-week period ended January 4, 2015, in each case as reported by IRI.
disqualifying disposition” has the meaning provided in the Equity Incentive Plan Proposal.
DLLCA” means the Delaware Limited Liability Company Act, as amended.
Domestication” means the continuation of Collier Creek by way of domestication of Collier Creek into a Delaware corporation, with the ordinary shares of Collier Creek becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Law and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Certificate of Incorporation (as attached hereto at Annex A) consistent with the DGCL and changing the name and registered office of Collier Creek.
Domestication Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Domestication.
DTC” means the Depository Trust Company.
DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.
Emerging” geographies mean the Western states of Arizona, California, Idaho, Montana, Nevada, New Mexico, Utah, and Wyoming, the Mid-Western regions of Indiana, Kentucky, Wisconsin and Michigan, the Central regions of Arkansas, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, Oklahoma, and South Dakota, as well as Alaska and Hawaii. These represent states where our business is less developed, but where management believes there is an opportunity to drive further sales and distribution gains, with a prioritization on key population centers in the West and Mid-West regions.
Equity Incentive Plan” means the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan, which will become effective on the Closing Date. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex D.
Equity Incentive Plan Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Equity Incentive Plan of the Company.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Existing Organizational Documents” means the current Amended and Restated Memorandum and Articles of Association adopted as of October 4, 2018 of Collier Creek.
 
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Expansion” geographies mean the Southern states of Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Texas, and West Virginia as well as Colorado and Ohio. These represent states where we have expanded our distribution capabilities in recent years and where our management team believes there is an opportunity to drive further sales and distribution gains.
Extraordinary General Meeting” means the proposed meeting of Collier Creek’s shareholders to vote on the Shareholder Proposals.
Family Member” means with respect to any individual, a spouse, lineal descendant (whether natural or adopted) or spouse of a lineal descendant of such individual or any trust created for the benefit of such individual or of which any of the foregoing is a beneficiary.
FATCA” means the Foreign Account Tax Compliance Act.
foreign action” has the meaning provided in the Organizational Documents Proposals.
Forward Purchase Agreements” means the Forward Purchase Agreements, dated as of September 7, 2018, among Collier Creek, the Sponsor and Collier Creek’s independent directors, as applicable, pursuant to which the Sponsor and Collier Creek’s independent directors each agreed to purchase the Forward Purchase Shares and Forward Purchase Warrants in a private placement to occur concurrently with the closing of the Business Combination.
Forward Purchase Securities” means, collectively, the Forward Purchase Shares and Forward Purchase Warrants.
Forward Purchase Shares” means Collier Creek’s 3,500,000 Class A ordinary shares to be purchased pursuant to the Forward Purchase Agreements.
Forward Purchase Warrants” means 1,166,666 redeemable warrants to be purchased pursuant to the Forward Purchase Agreements.
Forward Purchases” means the purchases of the Forward Purchase Shares and Forward Purchase Warrants contemplated by the Forward Purchase Agreements.
Founder Holders” means Chinh E. Chu, Jason K. Giordano and Roger K. Deromedi, and certain of their respective affiliates and Family Members.
GAAP” means U.S. generally accepted accounting principles.
Historical salty snack growth for the 2007 to 2010 period” refers to retail sales value data for the U.S. “Savoury Snacks” category (excl. “Savoury Biscuits”) from Euromonitor International, a market research provider. The “Savoury Snacks” category (excl. “Savoury Biscuits”) includes chips/crisps, extruded snacks, tortilla/corn chips, popcorn, pretzels, nuts and other “savoury” snacks.
household penetration” means the percentage of U.S. households that have purchased a given brand or group of brands according to IRI panel data for the 52-week period ended December 29, 2019. References to household penetration for Utz Brands refer to the percentage of U.S. households that have purchased any Utz Brands owned or licensed brand during the applicable period.
Insider Letter Agreement” means the Insider Letter Agreement, dated October 4, 2018, by and among Collier Creek, the Sponsor and Collier Creek’s directors and officers.
Investment Company Act” means the Investment Company Act of 1940, as amended.
Investor Rights Agreement” means the Investor Rights Agreement to be entered into between the Company, the Sellers, the Sponsor Parties and the Sponsor Representative upon the completion of the Business Combination. The form of the Investor Rights Agreement is attached to this proxy statement/prospectus as Annex F.
invoiced sales” for Utz means net sales before the impact of certain trade deductions and independent DSD operator discounts.
 
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IPO” means Collier Creek’s initial public offering of its Units, Public Shares and Public Warrants pursuant to the IPO registration statement and completed on October 10, 2018.
IPO registration statement” means the registration statement filed for Collier Creek’s IPO on Form S-1 declared effective by the SEC on October 4, 2018 (SEC File Nos. 333-227295 and 333-227703).
JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
Kitchen Cooked Acquisition” means our acquisition of the outstanding stock of Kitchen Cooked Inc. (“Kitchen Cooked”) and certain real estate property associated therewith, which closed on December 30, 2019.
Lock-up Period” means the period commencing on the date of Closing and ending on the earlier of (i) the date that is one year following the date of Closing and (ii) the date that the closing price of a share of Class A common stock on the NYSE or such other principal United States securities exchange on which the Class A common stock is listed, quoted or admitted to trading equals or exceeds $12.00 (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of Closing.
Maximum Redemptions” means the maximum number of Class A ordinary shares of Collier Creek that may be redeemed in connection with the proposed Business Combination, while still satisfying the Minimum Cash Condition, assuming that aggregate proceeds of $35,000,000 are received from the sale of the Forward Purchase Shares and Forward Purchase Warrants (assuming no Permitted Equity Financing).
Minimum Cash Amount” means the aggregate amount equal to the sum of (without duplication) (a) the cash in the Trust Account less amounts required for any Redemptions of Public Shares plus (b) the aggregate net proceeds received by the Buyer from the Permitted Equity Financing plus (c) the aggregate gross proceeds received by the Buyer from the sale of the Forward Purchase Securities pursuant to the Forward Purchase Agreements.
Minimum Cash Condition” means the condition for Collier Creek to have a Minimum Cash Amount of at least $300,000,000 immediately prior to the Closing.
Morrow” means Morrow Sodali LLC, as proxy solicitor.
MULO-C” means the grocery, drug, mass, club, dollar, military and convenience channels as defined by IRI. When used in reference to a specific brand, retail sales means the retail sales for products marketed under that specific brand only. When used in reference to Utz Brands, retail sales means the retail sales for all currently-owned brands (including pre-acquisition historical periods for acquired brands). References to retail sales for a given year represent retail sales for the 52-week period ended on the following dates: for 2019, December 29, 2019; for 2018, December 30, 2018; for 2017, December 31, 2017; for 2016, January 1, 2017; for 2015, January 3, 2016; and for 2014, January 4, 2015, in each case as reported by IRI.
Natural” channel means the U.S. supermarkets with at least $2 million of annual sales and at least 50% of sales from natural/organic products, excluding Whole Foods, as defined by SPINS, LLC.
Net Cash Consideration” means the Cash Consideration less certain amounts with respect to transactions by the Sellers and certain of their related parties following December 30, 2019, which Net Cash Consideration will be paid to the Sellers by Collier Creek in exchange for a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek.
Net Income Margin” means Utz’s Net Income divided by Utz’s Net Sales for the applicable period.
No Redemptions” means no Class A ordinary shares of Collier Creek being redeemed in connection with the proposed Business Combination.
NYSE” means The New York Stock Exchange.
operating net working capital” means the sum of accounts receivable, inventory, and prepaid expenses minus the sum of accounts payable and accrued expenses, excluding income taxes and interest.
 
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organic retail sales growth” means the year-over-year growth in retail sales for the relevant brands owned by us for the full annual period in both consecutive years. References to organic retail sales growth over multiple years represent the average of each of the individual annual organic retail sales growth figures.
Organizational Documents Proposal A” means the proposal to be considered at the Shareholders Meeting to authorize the change in the authorized capital stock of Collier Creek from (i) 400,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares and 1,000,000 preferred shares to (ii)  1,000,000,000 shares of Class A common stock, 1,000,000 shares of Series B-1 common stock, 1,000,000 shares of Series B-2 common stock, 61,249,000 shares of Class V common stock and 1,000,000 shares of Company Preferred Stock.
Organizational Documents Proposal G” means the proposal to be considered at the Shareholders Meeting to authorize certain changes in connection with the replacement of Existing Organizational Documents with the Certificate of Incorporation and Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex A and Annex B, respectively), including (i) changing the post-Business Combination corporate name from “Collier Creek Holdings” to “Utz Brands, Inc.” (which is expected to occur after the Domestication in connection with the Business Combination), (ii) making the Company’s corporate existence perpetual, (iii) electing to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholders, (iv) granting an explicit waiver regarding corporate opportunities to the non-employee directors of the Company and (v) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Collier Creek Board believes are necessary to adequately address the needs of the Company after the Business Combination.
Organizational Documents Proposals” means, collectively, Organizational Documents Proposal A, Organizational Documents Proposal B, Organizational Documents Proposal C, Organizational Documents Proposal D, Organizational Documents Proposal E, Organizational Documents Proposal F and Organizational Documents Proposal G.
Original Registration Rights Agreement” means the Registration Rights Agreement, dated as of October 4, 2018, by and among Collier Creek, the Sponsor and Collier Creek’s independent directors.
Permitted Equity Financing” means purchases of Class A common stock of Collier Creek on or before Closing permitted under the Business Combination Agreement.
PFIC” means passive foreign investment company under the Code.
Preferred Stock” means the shares of preferred stock, par value $0.0001, to be authorized for future issuance by the Company in connection with the Organizational Documents Proposals.
Preferred Stock Designation” means the resolution or resolutions adopted by the Company Board providing for the issue of a series of Preferred Stock.
Private Placement” means the private placement by Collier Creek of 7,200,000 Private Placement Warrants to the Sponsor simultaneously with the closing of the IPO.
Private Placement Warrants” means Collier Creek’s 7,200,000 warrants sold to the Sponsor simultaneously with the closing of the IPO in a private placement at a price of $1.50 per warrant. Each Private Placement Warrant is exercisable for one Class A ordinary share of Collier Creek at a price of $11.50 per share.
pro forma invoiced sales” for 2019 refer to Utz’s invoiced sales including the estimated impact of acquired businesses in the pre-acquisition periods.
Proposals” means the Shareholder Proposals.
Proposed Organizational Documents” means the proposed Bylaws and Certificate of Incorporation of the Company.
proxy statement/prospectus” means the proxy statement/prospectus forming a part of this registration statement.
 
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Public Shareholders” means the holders of the Public Shares or Public Warrants that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).
Public Shares” means Collier Creek’s Class A ordinary shares sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).
Public Warrant Holder” means holders of Collier Creek’s Public Warrants.
Public Warrants” means Collier Creek’s warrants sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).
Record Date” means                 , 2020.
Redemption” means the redemption of Public Shares for the Redemption Price.
Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Amended and Restated Memorandum and Articles of Association (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with Collier Creek’s Amended and Restated Memorandum and Articles of Association.
Redemption Rights” means the rights of the Collier Creek Public Shareholders to demand Redemption of their Public Shares for cash in accordance with the procedures set forth in the Amended and Restated Memorandum and Articles of Association and this proxy statement/prospectus.
Related Agreements” means certain additional agreements to be entered into in connection with the Business Combination Agreement as further described in this proxy statement/prospectus.
Required Organizational Documents Proposals” means the Organizational Documents Proposal A and Organizational Documents Proposal G.
Restricted Company Units” means units representing limited liability company interests of Utz following the Business Combination, which will be non-voting, restricted interests in Utz, and which will convert into Common Company Units upon the satisfaction of certain performance-based vesting conditions.
Restricted Sponsor Shares” means the Company’s Class B common stock, which is comprised of the Company’s Series B-1 common stock and Series B-2 common stock, held by the Sponsor and Collier Creek’s independent directors, which convert into shares of Class A common stock in accordance with the Certificate of Incorporation and the Sponsor Side Letter Agreement.
retail sales” means our retail sales as measured by IRI, a market research provider, using the Dollar Sales metric across all retail channels contained in IRI’s MULO-C database.
retail sales growth” refers to the CAGR over a period using the applicable annual retail sales figures.
retail sales or retail sales growth for the salty snacks category” mean the applicable metrics as outlined in this paragraph for all salty snacks products within IRI’s Salty Snacks category definition for all retail channels in IRI’s MULO-C database.
retail sales for competitors” means such competitor’s retail sales as reported by IRI at the parent level.
Retained Restricted Company Units” means the Restricted Company Units held by the Sellers at Closing.
Rice Family” means Michael W. Rice or any Family Member of Michael W. Rice.
RSP” means each Utz-employed route sales professional.
Rule 144” means Rule 144 under the Securities Act.
Salty Snacks” includes potato chips, pretzels, ready-to-eat popcorn, pork rinds, tortilla chips, other corn snacks, cheese snacks, and other salty snacks, excluding nuts, as defined by IRI.
 
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Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.
scale” in the United States means companies with at least $500 million of retail sales for the 52-week period ended December 29, 2019 as measured by IRI’s MULO-C database.
SEC” means the U.S. Securities and Exchange Commission.
Securities Act” means the Securities Act of 1933, as amended.
Seller Nominees” means the board members of the Company nominated by the Sellers.
Sellers” means the equityholders of Utz immediately prior to the Business Combination.
Series B-1 common stock” means the Series B-1 non-voting common stock of the Company, par value $0.0001 per share.
Series B-2 common stock” means the Series B-2 non-voting common stock of the Company, par value $0.0001 per share.
Shareholder Proposals” means, collectively, (i) the Domestication Proposal, (ii) the Business Combination Proposal, (iii) the Equity Incentive Plan Proposal, (iv) the Organizational Documents Proposals and (v) the Adjournment Proposal.
Shareholders Meeting” means the Extraordinary General Meeting of Collier Creek’s shareholders, to be held will be held at 9 a.m., Eastern Daylight Time, on                 , 2020, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding the novel coronavirus or COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
social media engagement” means the total number of aggregate followers across our Facebook, Instagram, and Twitter platforms as of the date specified.
Sponsor” means Collier Creek Partners LLC, a Delaware limited liability company.
Sponsor Nominees” means the board members of the Company nominated by the Sponsor or Sponsor Representative.
Sponsor Parties” means the Sponsor, the Founder Holders and Collier Creek’s independent directors.
Sponsor Representative” means one of Chinh E. Chu, Jason K. Giordano and Roger K. Deromedi or one of their controlled affiliates selected by the Founder Holders to act as the Sponsor’s representative in connection with the Business Combination.
Sponsor Side Letter Agreement” means the Sponsor Side Letter Agreement entered into by Collier Creek and the Sponsor Parties upon the signing of the Business Combination. A copy of the Sponsor Side Letter Agreement is attached to this proxy statement/prospectus as Annex H.
Standstill Agreement” means the Standstill Agreement to be entered into between the Company, the Sellers, the Sponsor, the Founder Holders and certain beneficial owners and related parties of the Sellers upon the completion of the Business Combination. A form of the Standstill Agreement in substantially the form it will be executed in connection with Closing is attached to this proxy statement/prospectus as Annex G.
Target Companies” means Utz and its subsidiaries unless the context provides otherwise.
Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into between the Company and the Sellers upon the completion of the Business Combination. A form of the Tax Receivable Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex I.
 
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Third Amended and Restated Limited Liability Company Agreement” means the Third Amended and Restated Limited Liability Company Agreement of Utz to be in place upon the completion of the Business Combination. The form of the Third Amended and Restated Limited Liability Company Agreement is attached to this proxy statement/prospectus as Annex E.
Transfer Agent” means Continental Stock Transfer & Trust Company.
Treasury Regulations” means the Code, its legislative history, and final, temporary and proposed treasury regulations promulgated thereunder as then amended.
Trust Account” means the trust account of Collier Creek, which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.
Unit” means a unit sold in the IPO (including pursuant to the overallotment option) consisting of one Public Share and one-third of a Public Warrant.
UPA Seller” means BSOF SN LLC, a Delaware limited liability company.
UPA Seller Common Equity Purchase Consideration” means an amount in cash used by Collier Creek to acquire the common units in Sellers owned by UPA Seller at the Closing.
UPA Seller Preferred Equity Purchase Consideration” means an amount in cash used by Collier Creek to acquire all of the preferred units in Sellers, owned by UPA Seller at the Closing.
U.S. snack food market” include dips/dip mixes, dried meat snacks, dry fruit snacks, popcorn/popcorn oil, rice/popcorn cakes, salty snacks, snack bars/granola bars, snack nuts/seeds/corn nuts, cookies, crackers, chocolate candy, non-chocolate candy, bakery snacks, pastries/doughnuts, and other snacks as defined by IRI.
Utz” or “Utz Brands” means Utz Brands Holdings, LLC, a Delaware limited liability company.
Vesting Period” means the period from the Closing until the tenth (10th) anniversary of the Closing.
Warrants” means the Public Warrants and the Private Placement Warrants of Collier Creek.
Working Capital Loans” means certain loans that may be made by the Sponsor or an affiliate of the Sponsor, or certain of Collier Creek’s officers and directors in connection with the financing of a business combination.
Share Calculations and Ownership Percentages
Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following:
1.
No Public Shareholders exercise their Redemption Rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on                 , 2020 of $      . Please see the section entitled “Shareholders Meeting — Redemption Rights.”
2.
All Common Company Units, together with the cancellation of all shares of Class V common stock, are exchanged for shares of Class A common stock at such time (even if not yet permitted under the terms of the Third Amended and Restated Limited Liability Company Agreement). Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Third Amended and Restated Limited Liability Company Agreement.”
 
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3.
2,000,000 Class B ordinary shares of Collier Creek are converted at Closing into 2,000,000 Restricted Sponsor Shares. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Side Letter Agreement.”
4.
The Sellers retain 3,483,022 Restricted Company Units, which will be non-voting limited liability company interests in Utz and for which the Sellers will not receive corresponding Class V common stock in the Company unless and until such Restricted Company Units vest and convert into Common Company Units prior to the end of the Vesting Period. See “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — The Performance Interests.”
5.
The Sponsor and Collier Creek’s independent directors acquire at Closing, in accordance with the Forward Purchase Agreements, 3,500,000 shares of Class A common stock and 1,166,666 redeemable warrants to purchase shares of Class A common stock at $11.50 per share, for an aggregate purchase price of $35,000,000.
6.
The Net Cash Consideration is $60 million less certain amounts with respect to transactions by the Sellers and certain of their related parties following December 30, 2019 (which Net Cash Consideration is not a negative number), to acquire a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek. Please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”
7.
The number of Class A ordinary shares redeemable assuming Maximum Redemptions assumes that the per share redemption price is $10.30; the actual per share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination.
8.
Assumes none of the Class A common stock reserved for issuance under the Equity Incentive Plan has been issued.
 
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MARKET AND INDUSTRY DATA
Information contained in this prospectus/proxy statement concerning the market and the industry in which Utz competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by Utz based on such sources and Utz’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. The industry in which Utz operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this prospectus/proxy statement are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Utz’s Business” and elsewhere in this proxy statement/prospectus.
TRADEMARKS AND SERVICE MARKS
Utz and its subsidiaries own numerous or license domestic and foreign trademarks and other proprietary rights that are important to their businesses. These include the U.S. trademark registrations, which protect certain rights in the following brands: Utz, Zapp’s, Golden Flake, Good Health, Boulder Canyon, Hawaiian, TortiYAHS!, Tim’s Cascade, Snyder of Berlin, “Dirty”, Kitchen Cooked, Bachman, and Jax, among others. Utz and its subsidiaries own or have rights to use the trademarks, service marks and trade names that they use in conjunction with the operation of our business. Some of the more important trademarks that we own or have rights to use that appear in this proxy statement/prospectus may be registered in the U.S. and other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this prospectus is owned or used under license by such company.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for Collier Creek and Utz to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;

the future performance of, and anticipated financial impact on, the Company following the Business Combination;

expansion plans and opportunities; and

other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Collier Creek and Utz managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Collier Creek, Utz and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Collier Creek’s views as of any subsequent date. Collier Creek does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your ordinary shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

the outcome of any legal proceedings that may be instituted against Utz or Collier Creek following announcement of the proposed Business Combination and transactions contemplated thereby;

the inability to complete the Business Combination, including due to the failure to obtain approval of the Collier Creek shareholders, the failure of Collier Creek to retain sufficient cash in the Trust Account or find replacement cash to meet the requirements of the Business Combination Agreement or the failure to meet other conditions to closing in the Business Combination Agreement;

the amount of redemption requirements made by Public Shareholders;

the inability to maintain the listing of the Class A common stock of the Company on NYSE following the Business Combination;

the risk that the proposed Business Combination disrupts current plans and operations;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably and retain its key employees;

changes in applicable laws or regulations;

costs related to the Business Combination;

the inability to develop and maintain effective internal controls;

the risk that Utz’s gross profit margins may be adversely impacted by a variety of factors, including variations in raw materials pricing, retail customer requirements and mix, sales velocities and required promotional support;
 
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changes in consumers’ loyalty to Utz’s brand due to factors beyond Utz’s control;

changes in demand for Utz’s product affected by changes in consumer preferences and tastes or if Utz is unable to innovate or market its products effectively;

costs associated with building brand loyalty and interest in Utz’s products which may be affected by Utz’s competitors’ actions that result in Utz’s products not suitably differentiated from the products of competitors;

fluctuations in results of operations of Utz from quarter to quarter because of changes in promotional activities; and

other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the Shareholders Meeting, including the Business Combination Proposal, whether or not you plan to attend such meetings, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors.” See also the section entitled “Where You Can Find More Information.”
References in the portions of this section under the headings “Overview,” “Competitive Strengths,” “Value Creation Strategies,” “Company History” and “Recent Acquisitions” to “we,” “our,” “Utz Brands” and “Utz” refer to Utz Brands Holdings, LLC and its consolidated subsidiaries.
Overview
We are a leading manufacturer, marketer, and distributor of high-quality, branded snacking products in the United States. We produce a broad offering of salty snacks, including potato chips, pretzels, cheese snacks, veggie snacks, pork skins, pub/party mixes, and other snacks. Our iconic portfolio of authentic, craft, and “better-for-you” (“BFY”) brands, which includes Utz, Zapp’s, Golden Flake, Good Health and Boulder Canyon, among others, enjoys strong household penetration in the United States, where our products can be found in approximately 40% of U.S. households. We currently operate 14 manufacturing facilities with a broad range of capabilities, and our products are distributed nationally to grocery, mass, club, convenience, drug and other retailers through direct shipments, distributors, and more than 1,600 direct-store-delivery (“DSD”) routes. Our company was founded in 1921 in Hanover, Pennsylvania, and benefits from nearly 100 years of brand awareness and heritage in the salty snacks industry. We have historically expanded our geographic reach and product portfolio organically and through acquisitions, and have achieved more than 40 consecutive years of Comparable Sales Growth. We are the largest family-owned producer of branded salty snacks in the United States and the second-largest producer of branded salty snacks in our Core geographies, based on 2019 retail sales.
As a result of our attractive brand portfolio and differentiated manufacturing and distribution capabilities, we have delivered strong financial performance. We have grown our Pro Forma Net Sales at an approximately 8% CAGR since 2001, or an approximately 4% CAGR excluding acquisitions.
 
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[MISSING IMAGE: tm2021978d1-bc_netsale4c.jpg]
From fiscal 2017 through fiscal 2019, we grew Net Sales and Adjusted EBITDA by approximately 9% and 18%, respectively, and expanded our Adjusted EBITDA Margin by 0.9 percentage points from 10.4% to 11.3%. From fiscal 2017 through fiscal 2019, Net Income (Loss) declined from $17 million to $(13) million. Our Net Income (Loss) Margin declined from 2.4% to (1.7)% during the same period. On October 21, 2019, we acquired Conagra’s DSD snack business through the Conagra Acquisition, expanding our geographic reach in the western United States and generating significant expected cost savings. On December 30, 2019, we completed the Kitchen Cooked Acquisition, which expanded our distribution capabilities in the Mid-West region of the United States. We expect to complete the integration of both acquisitions in 2021, with the majority of actions necessary to realize the expected cost savings completed in 2020. Including the impact of the acquired businesses, we expect to generate fiscal 2020 Net Sales of approximately $910 million and Further Adjusted EBITDA of approximately $124 million (in each case excluding the expected benefit from a 53rd week in our 2020 fiscal year).
We believe our combination with Collier Creek and our enhanced access to capital as a public company best position us to realize our objective of becoming the fastest-growing pure-play branded snack platform of scale in the United States. We believe that the Collier Creek founders and directors bring seasoned industry expertise in the branded food and snacking sectors, extensive public company experience, and a proven operating playbook that is perfectly suited to drive value creation in our business. Going forward, we plan to accelerate organic revenue growth, expand margins, and leverage our competitively advantaged route-to-market and scalable operating platform to make periodic value-enhancing strategic acquisitions. We believe these initiatives should generate attractive earnings growth as well as strong and stable free cash flow, enabling us to reinvest in our existing brands, reduce debt, and pay regular dividends to the Company’s stockholders.
 
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Competitive Strengths
We believe the following competitive strengths contribute to our ongoing success:
Attractive, Growing Category with Historical Resilience to Economic Disruptions
We participate in the attractive and growing $26 billion U.S. salty snacks category, within the broader $93 billion market for U.S. snack foods. The salty snacks category has grown retail sales at a 4.3% CAGR over the last five years. Snacking occasions are on the rise as consumers increasingly seek out convenient, delicious snacks for both on-the-go and at-home lifestyles. According to data from the Hartman Group, The Consumer Goods Forum, and Information Resources, Inc. (‘‘IRI’’), approximately 50% of U.S. eating occasions are snacks, with 95% of the U.S. population snacking daily and the average American snacking 2.6 times per day. Additionally, the salty snacks category has historically benefited from favorable competitive dynamics, including low private label penetration and category leaders competing primarily through marketing and innovation. We expect these consumer and category trends to continue to drive strong retail sales growth for salty snacks.
As a staple food product with resilient consumer demand and a predominantly domestic supply chain, the salty snacks category is well positioned to navigate periods of economic disruption or other unforeseen global events. The U.S. salty snacks category has demonstrated strong performance through economic cycles historically, growing at a 4% CAGR from 2007 to 2010. Additionally, for the twelve weeks ended May 17, 2020, U.S. retail sales of salty snacks increased by 14% versus the comparable prior year period despite significant economic disruptions caused by the COVID-19 virus. Our retail sales increased by 24% over the same period. Generally, producers of food products, including salty snacks, have been treated as “essential industries” by federal, state, and local governments and are exempt from certain COVID-19-related restrictions on business operations.
Actively-Managed Portfolio of Iconic Brands with Strong Competitive Positions
We are a leading player in the U.S. salty snack category, with the #2 position in our Core geographic regions, located primarily in the Northeast and Mid-Atlantic, and substantial opportunity for further expansion nationally. Our brand portfolio is actively managed in two groups: Power Brands, which represented 71% of 2019 pro forma invoiced sales, and Foundation Brands, which represented 29% of 2019 pro forma invoiced sales.
[MISSING IMAGE: tm2021978d1-fc_brand4clr.jpg]
 
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Our Power Brands, such as Utz, Zapp’s, Golden Flake Pork, and Good Health, enjoy a combination of higher growth and margins, greater potential for value-added innovation and enhanced responsiveness to consumer marketing as compared to Foundation Brands, in the aggregate. As a result, we focus investment spending and brand-building activities on Power Brands and manage Foundation Brands for consistent cash flow generation to fund investments in Power Brands and other corporate priorities.
Our Power Brands generated $804 million in retail sales in 2019, representing 4% growth versus the prior year. The flagship Utz brand, which generated retail sales in excess of $560 million in 2019, has grown retail sales at a 3% CAGR from 2014 through 2019. Utz benefits from nearly 100-years of heritage and has strong consumer brand recognition in our Core geographies, with aided brand awareness of approximately 94% in certain cities in the Northeast and Mid-Atlantic United States. Our Power Brands also include Good Health, Zapp’s, and Golden Flake pork skins, which have grown retail sales at 29%, 15% and 12% CAGRs, respectively, from 2014 through 2019. We believe there remains a significant opportunity for continued growth and increased distribution of our Power Brands, each of which was distributed in less than 65% of national retail stores in 2019, especially as we increase our marketing support and new product innovations leveraging Collier Creek’s expertise.
We also believe that our diversified brand portfolio and product offerings across multiple salty snack sub-categories mitigates business risk and results in more predictable and stable financial performance, as we are not overly exposed to a single brand or product sub-category.
Valuable, Hard-to-Replicate Manufacturing and Distribution Network
Augmenting our portfolio of iconic brands, we believe our manufacturing and distribution capabilities create an additional competitive advantage relative to certain competitors or new entrants in the U.S. salty snacks category.
Our broad manufacturing capabilities enable us to produce a wide assortment of high-quality salty snacks, including potato chips, pretzels, cheese curls, pub/party mixes, veggie snacks, pork skins, ready-to-eat popcorn, and tortilla chips, among others. We believe the ability to provide a comprehensive offering of salty snacks is appealing to retailers and helps us secure additional points of distribution and shelf space in stores. Our manufacturing facilities have broad geographic coverage and significant capacity for growth. Additionally, we have in-house capabilities and experience across multiple manufacturing processes, ingredients, and packaging formats, providing greater flexibility for product innovation and to meet evolving consumer demands.
We also operate a hard-to-replicate, hybrid distribution system through (i) direct shipments to over 350 customer distribution centers reaching approximately 17,000 retail stores, (ii) distributors reaching approximately 15,000 retail stores, and (iii) our extensive DSD network of more than 1,600 routes reaching over 75,000 retail stores. We believe our DSD capabilities are a clear advantage in the salty snacks category, enabling expanded distribution reach, greater retailer shelf space, faster replenishment for higher in-stock levels, and enhanced merchandizing opportunities. We believe Utz is one of only three scale U.S. salty snack manufacturers with extensive DSD capabilities, creating a competitive differentiator and attractive industry structure. Our distribution system is also highly scalable, resulting in the ability to drive higher margins on incremental revenues and enabling us to realize significant cost savings when integrating acquired brands into our established platform. We have spent decades developing and enhancing our hybrid distribution system organically and through acquisitions, and we believe it would be expensive and time consuming for a new competitor to replicate the breadth and capabilities of this distribution network.
Multiple Significant Organic Growth Opportunities and Substantial Identified Cost Savings
Our business benefits from multiple opportunities to drive attractive and profitable organic growth. Our value-creation strategies are focused on several key initiatives to accelerate organic revenue growth and enhance margins. We plan to enhance our organic revenue growth by (i) accelerating sales of our Power Brands with enhanced marketing support and new product innovation, (ii) expanding our distribution in underpenetrated channels and customers, (iii) continuing our geographic expansion, and (iv) increasing our presence in key salty snack sub-categories and adjacencies. We believe each of these growth avenues represents a sizeable opportunity to expand our Net Sales.
 
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We further anticipate expanding our margins through supply chain productivity, revenue management, a higher-margin product mix, and higher margins on incremental sales as we leverage our scalable existing platform. Notably, we and Collier Creek have identified supply chain cost savings initiatives that we believe have the potential to cumulatively deliver approximately $50 million of annual gross savings. While we intend to reinvest a portion of these potential savings into increased marketing support and new product innovation, among other things, we believe these cost savings projects provide greater visibility into potential near-term margin improvements and Adjusted EBITDA growth.
We believe the breadth and potential magnitude of our various organic growth opportunities create multiple paths to drive significant value creation for our shareholders.
Proven M&A Expertise with Significant Opportunity
We maintain a highly-disciplined approach to M&A and have substantial experience sourcing, executing, and integrating value-enhancing acquisitions. Over the last ten years, we have successfully integrated 11 acquisitions at an average acquisition multiple of approximately 7.4 times the target’s Adjusted EBITDA including anticipated integration-related cost savings. Given our highly-scalable operating platform, we are able to quickly and efficiently integrate acquired businesses into our infrastructure and realize attractive cost savings as well as revenue and distribution increases. On average, we have identified cost savings opportunities that can be implemented within the first 12 to 18 months following a respective acquisition, representing approximately 8% of target company revenues for our acquisitions since 2011.
We have historically used strategic acquisitions to (i) expand our brand portfolio, (ii) broaden our geographic reach and distribution capabilities, (iii) enhance our long-term growth rate, and (iv) realize significant revenue and cost synergies. Consistent with this strategy, in October 2019 we completed the Conagra Acquisition, which expanded our distribution capabilities in the Pacific Northwest and Western United States, added several craft and regional brands to our portfolio, and is expected to generate significant cost savings. Further, in December 2019, we completed the Kitchen Cooked Acquisition, which expanded our distribution capabilities in the Mid-West United States and is expected to generate additional cost savings.
We believe that our longstanding customer relationships, scalable business platform, experienced management team and board of directors, and strong cash generation position us to continue to acquire and integrate value-enhancing acquisitions. Our strong existing platform in the salty snacks category creates a large addressable market and broad set of potential acquisition targets. We believe our scale, management team and board’s integration expertise, and access to capital will allow us to consider both small and large acquisitions in the future and seamlessly integrate them to drive maximum value creation.
Experienced, Hands-On Management Team and Board of Directors
Our management team has a demonstrated history of delivering strong operating results, as evidenced by over 40 consecutive years of Comparable Sales Growth and the successful integration of multiple acquisitions that expanded the scope and scale of our business. Our management team has deep experience in the snacking category and includes a combination of those with long tenure and knowledge of our organization and those who bring years of experience at other blue-chip food companies, including Frito Lay (PepsiCo), Pepperidge Farm (Campbell’s), Chobani, and others. Our Chief Executive Officer, Dylan Lissette, has been Chief Executive Officer of Utz since 2013 and held various roles within Utz since 1995. Our senior management team members have on average over 25 years of relevant experience across key business functions.
Our management team will be complemented by an experienced Board of Directors, including several executives of Collier Creek with a proven track record of successfully managing and acquiring packaged food businesses. Roger Deromedi, the former Chairman of Pinnacle Foods and former Chief Executive Officer of Kraft Foods, will assume the role of Chairman of our board of directors. Other Collier Creek nominees to the board of directors include Craig Steeneck, the former Chief Financial Officer of Pinnacle Foods; Antonio (Tony) Fernandez, the former Chief Supply Chain Officer of Pinnacle Foods; and Jason Giordano, former Director of Pinnacle Foods and former Managing Director at Blackstone where he led investments in the food sector. Additionally, our other director nominees have deep experience with consumer companies in and beyond packaged food. Each of these director nominees intends to actively support our
 
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management and contribute significant time and knowledge in their respective areas of expertise, including brand management, marketing, innovation, supply chain optimization, acquisition execution and integration, financial reporting, and investor relations, among others.
Highly Committed Owners Aligned for Future Value Creation
Reflecting their desire to participate in future equity value creation, our existing owners (comprised primarily of the Rice and Lissette family) will retain more than 90% of the value of their existing equity stake immediately following the Closing. We believe the continuation of both Mr. Lissette as Chief Executive Officer and the existing owners as our largest shareholder should ensure continuity as we transition to the public markets and execute our long-term growth strategy.
Similarly, reflecting Collier Creek management’s conviction in this transaction, the Sponsor and Collier Creek’s independent directors will invest $35 million of additional capital into the transaction, alongside Collier Creek’s public shareholders, pursuant to the Forward Purchase Agreements entered into in connection with the IPO.
Importantly, both Utz and Collier Creek have a shared vision for the operating strategy we collectively believe will drive future value appreciation for our shareholders. Prior to the announcement of this transaction, Utz and Collier Creek have spent numerous months aligning on a shared vision for the business and refining our operating and growth strategies. We believe public shareholders will benefit from the combination of our management’s extensive knowledge of the business and Collier Creek’s honed and proven operating strategies.
Value Creation Strategies
We intend to profitably grow our business and create shareholder value through the following strategic initiatives:
[MISSING IMAGE: tm2021978d1-fc_value4clr.jpg]
Reduce Costs and Expand Margins Through Productivity, Revenue Management, and Higher-Margin Product Mix
We believe we are well-positioned to drive further margin expansion and achieve our long-term margin objective of mid-teens Adjusted EBITDA Margins. We expect to reduce costs and enhance margins through
 
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a combination of (i) our company-wide productivity programs, (ii) our revenue and trade management initiatives, (iii) the positive impact from growth of our higher-margin Power Brands, and (iv) higher margins on incremental sales as we leverage our scalable existing platform. We believe we are well-positioned to accelerate our margin enhancement initiatives from the combination of (i) our significant recent investments in data and analytics systems and resources, (ii) our partnership with the Collier Creek team, (iii) the sizeable opportunity to optimize our cost structure given our increased scale following recent acquisitions, and (iv) our increased free cash flow and availability of capital for productivity-related investments from reduced leverage as a public company.
Our company-wide operational excellence programs are designed to generate long-term annual productivity savings in all areas of the business. For procurement, manufacturing and logistics, we are targeting a range of 3% to 4% of our annual Cost of Goods Sold, compared to less than 1% historically. We intend to utilize these productivity savings to, among other things, fund increased investments in innovation and marketing behind our Power Brands, mitigate the impact of input and other cost inflation in our business, and enhance our Adjusted EBITDA Margins. We and Collier Creek have identified numerous supply chain cost savings initiatives that we believe have the potential to cumulatively deliver approximately $50 million of annual gross cost savings. We believe these savings have the potential to be realized over a three-year period, supported by our planned profit-enhancing capital expenditures. We believe these productivity projects provide us with substantial visibility into near-term cost savings and enhanced confidence in achieving our productivity and margin targets.
Our active revenue management initiatives, which include enhancing the effectiveness of our trade promotions and optimizing our price pack architecture, are expected to further contribute to our margin expansion over time. Our access to enhanced data and analytics following our recent implementation of a new trade management system and from our planned upgrade to a new ERP system will facilitate these optimization initiatives. We also expect our gross margins to benefit from improving product mix as we grow our higher-margin Power Brands and selectively rationalize low-margin products, including certain private label and partner brands.
Finally, realizing synergies from future acquisitions and leveraging our scalable supply chain and efficient organizational structure are also expected to drive margin expansion over time. We believe our lean, nimble structure and efficient internal processes will continue to enhance our decision-making and speed of execution. Our flat structure ensures senior management engagement in key business decisions and allows for a high level of connectivity between key decision makers and our operations and customers.
Accelerate Power Brands through Enhanced Marketing and Innovation
Our Power Brands are among our highest-growth and highest-margin products and enjoy the greatest potential for value-added innovation and enhanced responsiveness to consumer marketing. Our Power Brands represented 71% of our pro forma invoiced sales in fiscal 2019 and have generated organic retail sales growth of 4% per annum on average from 2014 to 2019. Our brand prioritization strategy is focused on ensuring that the consistent cash flows from our Foundation Brands are reinvested in on-trend innovation and consumer marketing for our Power Brands. We believe this strategy of focusing the majority of our new product innovation efforts and consumer marketing investments on our Power Brands will drive both accelerated Net Sales growth for our consolidated portfolio and increased margins through a higher-margin sales mix.
We plan to accelerate new product innovation efforts and increase direct-to-consumer marketing investments behind our Power Brands, funded, in part, by cost savings from our productivity programs. In 2019, we spent approximately $10 million (or 1% of our Net Sales) on traditional direct-to-consumer marketing and advertising, including sponsorships, print, digital and social media, which was less than most of our competitors. We have historically relied more heavily on sponsorships and targeted trade promotions to drive incremental purchases. Going forward, we intend to work collaboratively with the Collier Creek team to increase our overall marketing spend and reallocate our investments toward high-impact direct-to-consumer marketing programs. We believe that enhanced consumer research, trade analytics, and innovation processes for increasing the level of new products, along with the above mentioned increased consumer marketing spend, will increase consumer awareness and demand for our Power Brands, resulting in expanded distribution, higher sales velocities, and acceleration of our Net Sales and Adjusted EBITDA growth.
 
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Expand Distribution in Underpenetrated Channels and Customers
We intend to further expand distribution of our Power Brands. Historically, we have had success in expanding the number of retail stores selling our products. For instance, our Utz brand was sold in approximately 61% of retail stores in 2019 versus approximately 47% in 2014. Our strong brand equities, enhanced innovation, and increased consumer marketing spend should enable us to continue to expand distribution of our products both within existing customers and in under-penetrated retail channels.
We intend to drive deeper penetration with existing customers by expanding our shelf space and the range of our products available for purchase by consumers. In 2019, we estimate that approximately 25% of our customers sold only one of our Power Brands and no customers sold all of our Power Brands. Consequently, we believe there remains a sizeable opportunity to increase our shelf presence and optimize the range of products offered by our customers. We intend to focus primarily on the expansion of our Power Brands and highest-velocity products, and to leverage our new product innovation efforts to drive placements of new items.
We also plan to continue to expand our distribution in under-penetrated retail channels. Specifically, we believe there is an opportunity to expand our distribution in mass merchants and convenience stores, where our retail sales as a percentage of the salty snack category are lower than in other channels such as grocery or club stores. Growing our share with mass merchants and convenience stores equal to our share with grocery retailers would represent an over $210 million increase to our retail sales, based on 2019 retail sales.
Continue National Geographic Expansion
We benefit from strong brand awareness and heritage in our Core geographies, where we are the second largest provider of branded salty snacks based on 2019 retail sales. We have historically expanded our geographic reach, both organically and through acquisitions, in our Expansion and Emerging geographies. We plan to continue to expand our distribution and sales of Power Brands in these geographies, supported by our increased brand investments, expansion of our direct-to-customer and DSD distribution capabilities, and potentially through strategic acquisitions. We will prioritize large population centers in our Expansion geographies, including Florida, Texas, and the Mid-West United States, and in our Emerging geographies, including California and Arizona. We believe the potential opportunity from continuing to expand our geographic penetration is significant. Based on 2019 retail sales, our brands represented approximately 7.4% of the salty snacks category in our Core geographies, compared to only 3.2% in Expansion geographies and 1.2% in Emerging geographies. A one percentage point increase in our share within Expansion and Emerging geographies represents an approximately $180 million increase to our retail sales, based on 2019 retail sales. Growing our share in Expansion and Emerging geographies to equal our share in Core geographies represents an approximately $890 million increase to our retail sales, based on 2019 retail sales.
[MISSING IMAGE: tm2021978d1-map_natgeo4clr.jpg]
 
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[MISSING IMAGE: tm2021978d1-tbl_natgeo4clr.jpg]
Source:   IRI MULO-C database for the 52-week period ended December 29, 2019.
1 Utz share is based on IRI Dollar Sales.
Increase Presence in Key Salty Snack Sub-Categories and Adjacencies
Our brands have strong competitive positions across an assortment of popular salty snacks, including potato chips, pretzels, cheese snacks, pub/party mixes, veggie snacks, and pork skins. Given our long-standing customer relationships, broad production capabilities, and scalable distribution platform, we plan to strengthen our presence in certain salty snack sub-categories that we believe are highly synergistic to our existing business. For example, tortilla chips and ready-to-eat popcorn represented approximately 28% of salty snacks category retail sales in 2019 but represented less than 5% of our retail sales. Growing our share of retail sales in these two sub-categories equal to our category-wide share would represent approximately $235 million of additional retail sales, based on 2019 retail sales.
We intend to expand our presence in key salty snack sub-categories through a combination of line extensions of our existing brands, new brand introductions, licensing partnerships with established brands, and/or acquisitions. We have a successful track record of expanding our business into new sub-categories, including our entry into veggie snacks via our acquisition of Good Health in 2014. The Good Health brand has grown retail sales at an approximately 29% CAGR since 2014. We believe our expanded presence across key salty snack sub-categories would enhance our competitive position with customers and would be highly synergistic given our ability to leverage our existing manufacturing and distribution infrastructure. While we intend to prioritize opportunities in the salty snacks category, we will also opportunistically consider additional snacking products that complement our current offering and leverage our existing capabilities, such as healthy snacks, baked snacks, and protein snacks, among others.
Continue Value-Enhancing Strategic Acquisitions
We believe that our long-standing customer relationships, scalable business platform, experienced management team and board of directors, and strong cash generation position us to continue to acquire and integrate value-enhancing acquisitions. Over the last ten years, we have successfully integrated 11 acquisitions at an average acquisition multiple of approximately 7.4 times the target’s Adjusted EBITDA after anticipated integration-related cost savings.
We intend to continue to proactively pursue value-enhancing acquisitions, focusing on branded snacking opportunities in the United States with a concentration on salty snacks. We plan to utilize a disciplined approach to identify and evaluate acquisition candidates that are well-positioned with consumer trends and have attractive growth opportunities as part of our platform. We expect to prioritize opportunities that facilitate our geographic expansion, expand our presence in key product sub-categories, and/or enhance our long-term growth rate, while also delivering strong cost synergies. We believe the combination of leveraging our scale in procurement, manufacturing, and distribution; consolidating selling, general and administrative functions; and further developing retailer relationships will continue to enable us to drive strong synergies and value creation in future acquisitions.
 
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Our robust existing platform in the salty snacks category creates a large addressable market and allows us to consider both small and large acquisition targets. We intend to finance acquisitions in a prudent manner consistent with our target leverage policy.
Deliver Strong Cash Flows and Return Value to Shareholders Through Debt Reduction and Regular Dividend Payments
We believe we are well-positioned to profitably grow our business and generate strong free cash flow through our combination of attractive and expanding Adjusted EBITDA Margins, modest working capital requirements, and limited maintenance-related capital expenditures. Since fiscal 2016, we have improved our operating net working capital as a percentage of Net Sales from approximately 11.9% to 8.5% and continue to focus on efficiency opportunities that should benefit our free cash flow. We believe our well-maintained manufacturing facilities with available capacity will limit our near-term maintenance-related capital expenditures to approximately 1% of Net Sales. Overall capital expenditures are expected to represent approximately 2.5% to 3.0% of Net Sales in the near term as we invest behind several identified profit-enhancing capital projects with attractive returns on investment, consistent with our supply chain productivity and new product innovation initiatives. In fiscal 2020, we expect our Further Adjusted EBITDA less capital expenditures (excluding one-time capital investments related to our ERP upgrade) to represent approximately 85% of our Further Adjusted EBITDA.
We believe our capital structure and strong free cash flow will enable us not only to invest in our Power Brands to drive organic growth and fund value-enhancing acquisitions, but also to continue to strengthen our balance sheet through debt reduction and to return capital to the Company’s stockholders through regular dividend payments. Upon the consummation of the Business Combination, subject to the determination of the Company Board, the Company intends to pay a regular quarterly cash dividend initially set at approximately $0.20 per common share per annum. There can be no guarantee that such cash dividend payments will be declared.
Company History
Utz was founded in 1921 by Bill and Salie Utz, who began producing freshly-made potato chips using high quality ingredients from their kitchen in Hanover, Pennsylvania, for sale to local retailers. In the 1920s, Bill and Salie enhanced the branding of “Utz’s” potato chips with the addition of the iconic Little Utz Girl who remains a feature of Utz-branded snacks to this day. Following two generations of growth in Pennsylvania and the surrounding regions, current principal owner and Chairman Michael Rice assumed the Chief Executive Officer role in 1978 and oversaw our product line expansion into additional salty snacks, including pretzels, cheese snacks and others, and accelerated the company’s geographic expansion throughout the Northeast and Mid-Atlantic regions. In 2013, fourth-generation family leader Dylan Lissette assumed the Chief Executive Officer role and further accelerated our national expansion through organic growth and a series of acquisitions. From fiscal 2011 to 2020, we completed 11 acquisitions, including Zappe Enterprises in 2011, Good Health in 2014, Golden Flake in 2016, Inventure Foods in 2017, and the Conagra Acquisition in 2019. Through these acquisitions, we expanded from a single-brand focus to a multi-brand portfolio and extended our sales and distribution capabilities across the United States. We also realized significant cost savings from successfully integrating these acquisitions into our scalable operating platform. Today, we are the largest family-owned branded salty snack manufacturer in the United States, producing over 5 million pounds of snacks per week and reaching over 75,000 retail stores across the country.
Recent Acquisitions
We have historically used strategic acquisitions to (i) expand our brand portfolio, (ii) broaden our geographic reach and distribution capabilities, (iii) enhance our long-term growth rate, and (iv) realize significant revenue and cost synergies. Since fiscal 2011, we have successfully integrated 11 acquisitions at an average acquisition multiple of approximately 7.4 times the target’s Adjusted EBITDA including anticipated integration-related cost savings.
On September 30, 2016, we completed the acquisition of the issued and outstanding common stock of Golden Enterprises, Inc., whose wholly-owned subsidiary was Golden Flake Snack Foods, Inc., for
 
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$141 million or approximately 7.6 times Golden Flake’s 2016 Adjusted EBITDA adjusted for certain integration-related cost savings. This acquisition significantly expanded our geographic presence in the Southeastern United States and created meaningful manufacturing and distribution synergies. It also provided a large-scale production facility in Birmingham, Alabama, capable of producing several product sub-categories, and resulted in a net increase of over 300 DSD routes.
On December 14, 2017, we completed the acquisition of Inventure Foods, Inc., which included the Boulder Canyon brand and a license to use the TGI Fridays brand in connection with certain snack foods, among others, for $166 million or approximately 10.2 times (adjusted for the estimated net present value of the step-up amortization expected to be realized from the transaction) Inventure Foods’ 2017 Adjusted EBITDA including anticipated integration-related cost savings. Inventure Foods produced and marketed BFY and indulgent specialty snack foods nationally through distributors, national retailers, club stores, grocery stores and convenience stores. We acquired Inventure to expand our national footprint, enhance our presence in BFY brands, increase our penetration in the convenience and natural store channels, add production facilities in Indiana and Arizona, and capture significant synergies.
On October 21, 2019, we completed the acquisition of Conagra’s DSD snack business, which included the Hawaiian, Tim’s Cascade, and Snyder of Berlin brands, for $138 million or approximately 7.4 times 2019 Adjusted EBITDA including anticipated integration-related cost savings. We completed the acquisition to expand our national footprint and capture significant synergies. The acquisition provided us with the second-largest DSD network for branded salty snacks in the Pacific Northwest; a regional production facility outside of Seattle, Washington; and increased scale with retailers in the Western U.S. We also acquired regional DSD routes and a production facility in Berlin, Pennsylvania, which we believe are highly complementary with our existing business in that region. Given our scalable operating platform, we currently expect to realize approximately $6.3 million of integration-related cost savings from this acquisition. We expect to complete the integration in 2021, with the majority of actions necessary to realize these expected cost savings completed in 2020. We expect the total contribution from this acquisition to our 2020 Further Adjusted EBITDA to be approximately $21.9 million.
On December 30, 2019, we completed the Kitchen Cooked Acquisition. The acquisition expanded our presence in the Mid-West United States and included DSD routes in Illinois and Iowa, as well as a manufacturing facility in Illinois. Kitchen Cooked was also acquired to capture anticipated cost savings, and we expect to complete the integration in 2021, with the majority of actions necessary to realize these expected cost savings completed in 2020. We expect the total contribution from this acquisition to our 2020 Further Adjusted EBITDA to be approximately $1.2 million.
The Parties to the Business Combination
Collier Creek
Collier Creek is a blank check company incorporated on April 30, 2018 (inception) as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On October 10, 2018, Collier Creek consummated the IPO of 44,000,000 Units, including the issuance of 4,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, at $10.00 per unit, generating gross proceeds of $440 million, and incurring offering costs of approximately $25.02 million, inclusive of $15.45 million in deferred legal fees and underwriting commissions. Each Unit consists of one Public Share and one-third of a Public Warrant. Each whole Public Warrant entitles the holder to purchase one Public Share at an exercise price of $11.50 per share, subject to adjustment.
Simultaneously with the closing of the IPO, Collier Creek consummated the Private Placement of 7,200,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrants to our Sponsor, generating gross proceeds of $10.8 million. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share.
Upon the closing of the IPO and the Private Placement, $440 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and certain of the proceeds from the sale of the Private
 
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Placement Warrants in the Private Placement was placed in a trust account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by Collier Creek meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by Collier Creek, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account. As of                 , 2020, there was approximately $      million held in the Trust Account.
Collier Creek’s Units, Public Shares and Public Warrants are listed on the NYSE under the symbols “CCH.U,” “CCH” and “CCH WS,” respectively. Collier Creek’s principal executive offices are located at 200 Park Avenue, 58th Floor, New York, New York 10166.
Utz Brands Holdings, LLC
We, through our wholly owned subsidiary, Utz Quality Foods, LLC, are a leading manufacturer, marketer and distributor of high-quality, branded snacking products in the United States that produces a full offering of salty snacks, including potato chips, pretzels, cheese snacks, veggie snacks, pork skins, pub / party mixes, and other snacks. We have been continuously headquartered in Hanover, Pennsylvania, where we were founded in 1921 by Bill and Salie Utz, who began producing freshly-made potato chips using high quality ingredients from their kitchen, for sale to local retailers. In connection with a reorganization, we were formed as a limited liability company in September 2016. On December 30, 2019, we merged with UM-R Intermediate, LLC (“Intermediate R”), which was previously under common ownership with us. On March 18, 2020, we changed our name from UM-U Intermediate, LLC to Utz Brands Holdings, LLC.
Our principal executive offices are located at 900 High Street, Hanover, PA 17331 and our phone number is (717) 637-6644.
The Sellers
Series U of UM Partners, LLC, a series of a Delaware limited liability company (‘‘Series U’’), and Series R of UM Partners, LLC, a series of a Delaware limited liability company (‘‘Series R’’ and together with Series U, the ‘‘Sellers’’), were each formed in September 2016 as a series of a Delaware limited liability company. On September 19, 2016, Series U entered into a limited liability company agreement with Utz, with Series U as Utz’s initial sole member and Series R entered into a limited liability company agreement with Intermediate R, which was under common ownership with Utz. On December 30, 2019, Intermediate R merged with and into Utz. Following the merger, Utz’s members were Series U and Series R. The principal business purpose of Series U and Series R is to own Utz’s equity securities.
The principal executive offices for Series U and Series R are located at 900 High Street, Hanover, PA 17331 and their phone number is (717) 637-6644.
The Proposals to be Submitted at the Shareholders Meeting
The following is a summary of the proposals to be submitted at the Shareholders Meeting of Collier Creek. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting. In addition, if each of the Organizational Documents Proposals do not receive approval at the Shareholders Meeting from the holders of at least two-thirds of the ordinary shares of Collier Creek as of the Record Date that are present and vote at the Shareholders Meeting, the Business Combination can close only if the Sellers and Collier Creek waive certain conditions to closing under the Business Combination Agreement.
Shareholder Proposal 1: The Domestication Proposal
As discussed in this proxy statement/prospectus, Collier Creek will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the Collier Creek Board has unanimously approved the Domestication Proposal. If approved, the Domestication will become effective simultaneously with the
 
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completion of the Business Combination and will be effected by the filing of a Certificate of Corporate Domestication and a Certificate of Incorporation with the Delaware Secretary of State and the filing of an application to de-register with the Registrar of Companies of the Cayman Islands. The Domestication Proposal, if approved, will authorize a change of Collier Creek’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Collier Creek is currently governed by the Cayman Islands Companies Law, upon Domestication, the Company will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Existing Organizational Documents and the Proposed Organizational Documents. Accordingly, we encourage shareholders to carefully consult the information set out below under “Shareholder Proposal 1: The Domestication Proposal — Comparison of Shareholder Rights under the Applicable Corporate Law Before and After the Domestication.”
On the effective date of the Domestication, (i) the issued and outstanding Class A ordinary shares will convert automatically by operation of law, on a one-for-one basis, into shares of Class A common stock of the Company; (ii) the issued and outstanding redeemable warrants that were registered pursuant to the IPO will automatically become redeemable warrants to acquire shares of Class A common stock of the Company (no other changes will be made to the terms of any issued and outstanding Public Warrants as a result of the Domestication); (iii) each issued and outstanding unit will be cancelled and will entitle the holder thereof to one share of the Class A common stock of the Company and one-third of a redeemable warrant to acquire one share of Class A common stock of the Company; (iv) each issued and outstanding Class B ordinary share of Collier Creek will convert automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Class A common stock, other than an aggregate of 2,000,000 Class B ordinary shares that will automatically be converted into 2,000,000 shares of Class B common stock, pursuant to the Sponsor Side Letter Agreement; and (v) the issued and outstanding warrants of Collier Creek issued in the Private Placement will automatically become warrants to acquire shares of Class A common stock of the Company (no other changes will be made to the terms of any issued and outstanding Private Placement Warrants as a result of the Domestication).
Upon the effectiveness of the Domestication, Collier Creek will continue its existence in the form of a Delaware corporation and will change its corporate name to “Utz Brands, Inc.” Please read the section entitled “Shareholder Proposal 1: The Domestication Proposal” for further details.
Shareholder Proposal 2: The Business Combination Proposal
As discussed in this proxy statement/prospectus, Collier Creek is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, simultaneously with completion of the Domestication, Collier Creek will acquire certain Common Company Units of Utz, with Collier Creek continuing to operate as the Company and Utz becoming a direct subsidiary of the Company. After consideration of the factors identified and discussed in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Collier Creek Board’s Reasons for the Approval of the Business Combination,” the Collier Creek Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for Collier Creek’s IPO, including that the businesses of Utz had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Shareholder Proposal 2: The Business Combination Proposal.”
Business Combination Consideration
The aggregate consideration (the “Business Combination Consideration”) payable or issuable by Collier Creek in exchange for the 57,375,000 Common Company Units and 2,000,000 Restricted Company Units is comprised of (i) an amount in cash (the “UPA Seller Preferred Equity Purchase Consideration”) which shall be used by Collier Creek to acquire the preferred units in the Sellers owned by BSOF SN LLC (“UPA Seller”) at the Closing (which units shall be immediately redeemed by the Sellers at the Closing in exchange for a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek), (ii) an amount in cash (the “UPA Seller Common Equity Purchase Consideration”), which shall be used by Collier Creek to acquire the common units in the Sellers owned by UPA Seller at the Closing (which units shall be immediately redeemed by the Sellers at the Closing in exchange for a portion of the Common Company
 
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Units and Restricted Company Units acquired by Collier Creek), (iii) $60 million less the UPA Seller Common Equity Purchase Consideration less certain amounts (the “Deducted Amount”) with respect to transactions by the Sellers and certain of their related parties following December 30, 2019 (the “Net Cash Consideration”) to acquire a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek, (iv) 57,765,978 shares of Class V common stock; provided that to the extent that the Net Cash Consideration is a negative number, then such number of shares of Class V common stock will be reduced by that number of shares of Class V common stock equal to (x) the amount by which the Net Cash Consideration is a negative number, divided by (y) $10.00, and (v) a cash contribution to Utz (the “Contribution Amount”) in an amount equal to (a) the aggregate amount held in the trust account of Collier Creek following any Redemptions, which holds the net proceeds from the initial public offering and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon (the “Trust Account”), which amount before any Redemptions equals $           as of           , 2020, plus (b) $35,000,000 of proceeds from the forward purchases (the “Forward Purchases”) of 3,500,000 Class A ordinary shares (the “Forward Purchase Shares”) and 1,166,666 redeemable warrants (the “Forward Purchase Warrants”) of Collier Creek pursuant to certain forward purchase agreements (the “Forward Purchase Agreements”) dated as of September 7, 2018, among Collier Creek, the Sponsor and Collier Creek’s independent directors, plus (c) the net proceeds from any Permitted Equity Financing (as defined in this proxy statement/prospectus), if any, less (d) the UPA Seller Preferred Equity Purchase Consideration, less (e) the UPA Seller Common Equity Purchase Consideration and less (f) the Net Cash Consideration, which Contribution Amount will be contributed to Utz in exchange for the issuance of a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek. The Deducted Amount will be contributed to Utz. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.
Closing Conditions
The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the approval and adoption by Collier Creek’s shareholders of the Business Combination Agreement and transactions contemplated thereby; (b) if required, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (c) the absence of a Material Adverse Effect (as defined in the Business Combination Agreement) since the Effective Date; and (d) the Minimum Cash Amount is at least $300,000,000 at the Closing.
See the section entitled “Shareholder Proposal 2: The Business Combination Proposal” for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination Proposal.
Shareholder Proposal 3: The Equity Incentive Plan Proposal
Collier Creek is proposing that its shareholders approve the Equity Incentive Plan which will become effective upon the Closing and will be used by the Company on a going-forward basis following the Closing. The Equity Incentive Plan Proposal is conditioned on the approval of the Condition Precedent Proposals. A summary of the Equity Incentive Plan is set forth in the section entitled “Shareholder Proposal 3: The Equity Incentive Plan Proposal” of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex D.
Shareholder Proposals: The Organizational Documents Proposals
Collier Creek is proposing that its shareholders approve by special resolution seven separate proposals (collectively, the Organizational Documents Proposals) in connection with the replacement of the Existing Organizational Documents, under Cayman Islands law, with the Proposed Organizational Documents, under the DGCL. The Collier Creek Board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of the Company after the Business Combination. Approval of Organizational Documents Proposal A and Organizational Documents Proposal G is a condition to the consummation of the Business Combination. In addition, if each of the Organizational Documents Proposals do not receive approval at the Shareholders Meeting from
 
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the holders of at least two-thirds of the ordinary shares of Collier Creek as of the Record Date that are present and vote at the Shareholders Meeting, the Business Combination can close only if the Sellers and Collier Creek waive certain conditions to closing under the Business Combination Agreement. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
A.
Proposal No. 4 — Organizational Documents Proposal A — To authorize the change in the authorized capital stock of Collier Creek from (i) 400,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares and 1,000,000 preferred shares, par value $0.0001 per share, to (ii) 1,000,000,000 shares of Class A common stock, 1,000,0000 shares of Series B-1 common stock, 1,000,000 shares of Series B-2 common stock, 61,249,000 shares of Class V common stock and 1,000,000 shares of Preferred Stock;
B.
Proposal No. 5 — Organizational Documents Proposal B — To authorize the Company Board to make future issuances of any or all shares of Preferred Stock in one or more classes or series, with such terms and conditions and at such future dates as may be expressly determined by the Company Board and as may be permitted by the DGCL;
C.
Proposal No. 6 — Organizational Documents Proposal C — To provide that certain provisions of the Certificate of Incorporation are subject to the director nomination provisions of the Investor Rights Agreement;
D.
Proposal No. 7 — Organizational Documents Proposal D — To authorize the removal of the ability of the Company’s stockholders to take action by written consent in lieu of a meeting; unless such action is recommended or approved by all directors then in office;
E.
Proposal No. 8 — Organizational Documents Proposal E — To authorize the classification of the Company Board into three classes of directors with staggered three-year terms of office and make certain related changes;
F.
Proposal No. 9 — Organizational Documents Proposal F — To authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation; and
G.
Proposal No. 10 — Organizational Documents Proposal G — To authorize all other changes in connection with the replacement of Existing Organizational Documents with the Certificate of Incorporation and Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex A and Annex B, respectively), including (i) changing the post-Business Combination corporate name from “Collier Creek Holdings” to “Utz Brands, Inc.” (which is expected to occur after the Domestication in connection with the Business Combination), (ii) making the Company’s corporate existence perpetual, (iii) electing to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholders, (iv) granting an explicit waiver regarding corporate opportunities to the non-employee directors of the Company and (v) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Collier Creek Board believes are necessary to adequately address the needs of the Company after the Business Combination.
The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we encourage shareholders to carefully consult the information set forth in the section entitled “Shareholder Proposals 4 to 10: The Organizational Documents Proposal” and the full text of the Certificate of Incorporation and Bylaws of the Company, attached hereto as Annexes A and B, respectively.
Shareholder Proposal 11: The Adjournment Proposal
Collier Creek is proposing that if, based on the tabulated vote, there are not sufficient votes at the time of the Shareholders Meeting to authorize Collier Creek to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved), the Collier Creek Board may submit a
 
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proposal to adjourn the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Shareholder Proposal 11: Adjournment Proposal.”
Each of the Domestication Proposal, the Business Combination Proposal and the Required Organizational Documents Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Organizational Documents Proposals that are not Required Organizational Documents Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Condition Precedent Proposals, however, if each of the Organizational Documents Proposals do not receive approval at the Shareholders Meeting from the holders of at least two-thirds of the ordinary shares of Collier Creek as of the Record Date that are present and vote at the Shareholders Meeting, the Business Combination can close only if the Sellers and Collier Creek waive certain conditions to closing under the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
Collier Creek Board’s Reasons for the Approval of the Business Combination
In evaluating the transaction with Utz, the Collier Creek Board consulted with our management and legal counsel as well as financial and other advisors, and the Collier Creek Board considered and evaluated several factors. In particular, the Collier Creek Board considered, among other things, the following factors, although not weighed or in any order of significance:

Attractive, growing category with resilience to economic disruptions;

Actively-managed portfolio of iconic brands with strong competitive positions;

Valuable, hard-to-replicate manufacturing and distribution network;

Multiple significant organic growth opportunities and substantial identified cost savings;

Proven M&A expertise with significant opportunity;

Experienced, hands-on management team and board of directors;

Highly committed owners aligned for future value creation;

Consistent with our business strategy; and

Attractive valuation.
The Collier Creek Board also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighed or in any order of significance:

Potential inability to complete the Business Combination;

Business risks of Utz;

The post-Business Combination corporate governance and the terms of the Investor Rights Agreement;

The obligations under the Tax Receivable Agreement;

The limits of the Collier Creek Board’s review of the Business Combination;

Limited survival of remedies for certain breaches of representations, warranties or covenants of Utz; and

Interests of Collier Creek’s directors and executive officers in the Business Combination.
For a more complete description of the Collier Creek Board’s reasons for approving the Business Combination and the factors and risks considered by the Collier Creek Board, see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Collier Creek Board’s Reasons for the Approval of the Business Combination.”
 
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Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination.
Third Amended and Restated Limited Liability Company Agreement
Concurrently with the completion of the Business Combination, the existing second amended and restated limited liability company agreement of Utz will be further amended and restated in its entirety to become the Third Amended and Restated Limited Liability Company Agreement, in substantially the form attached to this proxy statement/prospectus as Annex E. The Common Company Units will be entitled to share in the profits and losses of Utz and to receive distributions as and if declared by the managing member of Utz in accordance with Utz’s distribution policy and will have no voting rights. The Company, as the managing member of Utz, will have the sole authority to manage the business and affairs of Utz in accordance with the Third Amended and Restated Limited Liability Company Agreement or applicable law. The Third Amended and Restated Limited Liability Company Agreement will provide quarterly ordinary distributions as well as quarterly tax distributions, in each case payable in accordance with the Third Amended and Restated Limited Liability Company Agreement and Utz’s distribution policy, to the holders of Common Company Units on a pro rata basis based upon, with respect to tax distributions, an agreed-upon formula related to the taxable income of Utz allocable to holders of Common Company Units. The Third Amended and Restated Limited Liability Company Agreement will contain restrictions on transfers of units and will require the prior consent of the managing member for such transfers, except in certain circumstances. The Third Amended and Restated Limited Liability Company Agreement will also provide that the Sellers will, from and after the one-year anniversary of the Closing or such earlier time the Lock-Up Period expires in accordance with the Investor Rights Agreement, no more than twice per calendar quarter (in the aggregate), be able to exchange all or any portion of their Common Company Units, together with the cancellation of an equal number of shares of Class V common stock, for a number of shares of Class A common stock equal to the number of exchanged Common Company Units, subject to the limitations and requirements set forth in the Third Amended and Restated Limited Liability Company Agreement regarding such exchanges.
The Third Amended and Restated Limited Liability Company Agreement will also establish the rights and vesting conditions of the Restricted Company Units, half of which will vest at such time as the 3-day VWAP of the Class A common stock is at least $12.50 and the other half of which will vest at such time as the 3-day VWAP of the Class A common stock is at least $15.00, which dollar thresholds will be decreased by the aggregate amount of dividends per share paid by the Company after the Closing, or upon the consummation of an earlier change of control (or upon liquidation, to the extent the liquidation value of the Common Company Units would meet the vesting thresholds). To the extent a Restricted Company Unit vests, the holder of such Restricted Company Unit will be entitled to a catch-up payment equal to the amount of ordinary distributions paid in respect of a Common Company Unit from the Closing through (but not including) the date of conversion of such unit into a Common Company Unit following its vesting. To the extent a Restricted Company Unit does not vest by the end of the Vesting Period, it will be canceled for no consideration.
For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Third Amended and Restated Limited Liability Company Agreement.
Tax Receivable Agreement
Concurrently with the completion of the Business Combination, the Company will enter into the Tax Receivable Agreement with the Sellers, in substantially the form attached to this proxy statement/prospectus as Annex I. Pursuant to the Tax Receivable Agreement, the Company will be required to pay to the Sellers and/or exchanging holders of Common Company Units as applicable, 85% of the tax savings that the Company realizes as a result of increases in tax basis in Utz’s assets as a result of the sale of Common Company Units for the Net Cash Consideration the purchase and redemption of the common units and preferred units in the Sellers and the future exchange of the Common Company Units for shares of Class A
 
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common stock (or cash) pursuant to the Third Amended and Restated Limited Liability Company Agreement and certain other tax attributes of Utz and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.
For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Tax Receivable Agreement.
Investor Rights Agreement
Concurrently with the completion of the Business Combination, the Company, the Sellers, the Sponsor Parties and the Sponsor Representative will enter into the Investor Rights Agreement, in substantially the form attached to this proxy statement/prospectus as Annex F. The Investor Rights Agreement includes, among other things, the following provisions:
Registration Rights:   customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions. The Investor Rights Agreement will terminate the registration rights agreement (the Original Registration Rights Agreement) that was entered into by Collier Creek, the Sponsor and the independent directors of Collier Creek on October 4, 2018 in connection with the IPO.
Director Nomination:   the Sellers will have the right to designate up to five individuals for appointment to the Company Board and nomination for election thereafter, subject to certain terms and conditions and certain step-down provisions, and the Sponsor will have the right to designate up to five individuals for appointment to the Company Board and nomination for election thereafter, subject to certain terms and conditions and certain step-down provisions.
Consent Rights:   the Sellers will have certain consent rights, subject to continued ownership of a certain amount of their equity interests.
Voting:   the Sellers and the Sponsor will agree to vote all of their respective shares of Class A common stock and Class V common stock in favor of the nominees of each of the Sellers and the Sponsor.
Lock-up Restrictions:   the Sellers and the Sponsor Parties will agree to certain restrictions regarding the transfer of Class A common stock to be received by them in connection with the Closing of the Business Combination or in respect of their Class B ordinary shares, respectively, from the date of the Closing of the Business Combination until one year following such Closing, subject to earlier termination upon the occurrence of certain events.
For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Investor Rights Agreement.
Standstill Agreement
Concurrently with the completion of the Business Combination, the Company will enter into the Standstill Agreement with the Sellers, the Sponsor, the Founder Holders and certain beneficial owners and related parties of the Sellers, in substantially the form attached as Annex G to the proxy statement/prospectus.
The Sellers and certain beneficial owners and related parties of the Sellers will agree that until the third anniversary of the Closing Date, that they shall not acquire or attempt to acquire any additional common stock of the Company in excess of a specified percentage, subject to certain exceptions. The Sellers, certain beneficial owners and related parties of the Sellers, the Sponsor and the Founder Holders will agree that (i) until such parties are no longer able to designate a director to the Company Board pursuant to the Investor Rights Agreement, such parties shall not solicit proxies to vote or seek to advise or influence any person with respect to the voting of any securities of the Company in favor of electing any person as a director who is not nominated pursuant to the Investor Rights Agreement or by the board or to approve stockholder proposals related thereto; and (ii) until the third annual meeting of stockholders held by the Company following the completion of the Business Combination, such parties shall not take certain actions contrary to the governance structure of the Company other than in accordance with the Investor Rights Agreement.
For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Standstill Agreement.
 
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Sponsor Side Letter Agreement
In connection with the Business Combination, Collier Creek and the Sponsor Parties entered into the Sponsor Side Letter Agreement, a copy of which is attached to this proxy statement/prospectus as Annex H, pursuant to which the Sponsor Parties agreed to convert at Closing an aggregate of 2,000,000 Class B ordinary shares of Collier Creek into 2,000,000 Restricted Sponsor Shares. The Sponsor Side Letter Agreement also includes the terms and conditions upon which the Restricted Sponsor Shares shall be converted into Class A common stock, which conversion triggers shall be consistent with the vesting conditions applicable to the Restricted Company Units held by the Company, and which Restricted Sponsor Shares will be entitled to receive a catch-up payment equal to the dividends paid on the Class A common stock from the Closing Date through the day prior to the date on which such shares convert into Class A common stock in accordance with the Sponsor Side Letter Agreement. If the Restricted Sponsor Shares do not convert into Class A common stock before the end of the Vesting Period, they will be canceled for no consideration. For additional information, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Side Letter Agreement.
Unit Purchase Agreement
Concurrently with the execution of the Business Combination Agreement, Collier Creek, the Sellers and UPA Seller entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) on June 5, 2020, pursuant to which, among other things, substantially simultaneously with Closing, Collier Creek will purchase an aggregate of 125,000 Series A Preferred Units of the Sellers and 102,060.14 Common Units of the Sellers from UPA Seller (the “Unit Purchase”), which units will be immediately redeemed by the Sellers at the Closing following such purchase. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — The Unit Purchase Agreement.”
 
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Organizational Structure
The diagrams below depict simplified versions of the current organizational structures of Collier Creek and Utz, respectively.
[MISSING IMAGE: tm2021978d1-org_cc.jpg]
[MISSING IMAGE: tm2021978d1-org_utz.jpg]
 
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The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Domestication and the Business Combination.
[MISSING IMAGE: tm2021978d1-fc_seller4c.jpg]
Our organizational structure following the completion of the Business Combination, as described above, is commonly referred to as an umbrella partnership-C (or Up-C) corporation structure. This organizational structure will allow the Sellers to retain their equity ownership in Utz, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Company Units. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of Collier Creek will, by contrast, hold their equity ownership in Utz Brands, Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. We believe that the Sellers will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment to us. See the section entitled “Risk Factors — Risks Related to the Business Combination and Collier Creek” for additional information on our organizational structure, including the Tax Receivable Agreement.
Following the Closing, pursuant to the Tax Receivable Agreement among the Company and the Sellers, the Company will be required to pay to the Sellers and/or exchanging holders, as applicable, 85% of the tax savings that the Company realizes as a result of increases in tax basis in Utz’s assets resulting from the sale of Common Company Units for the Net Cash Consideration, the purchase and redemption of the common units and preferred units in the Sellers and the future exchange of Common Company Units for shares of Class A common stock (or cash) pursuant to the Third Amended and Restated Limited Liability Company Agreement as well as certain other tax attributes of Utz and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For more information on the Tax Receivable Agreement, please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Tax Receivable Agreement.”
Ownership of Collier Creek and the Company
As of the date of this proxy statement/prospectus, Collier Creek has an aggregate of 44,000,000 Class A ordinary shares issued and outstanding, an aggregate of 11,875,000 Class B ordinary shares issued and outstanding and an aggregate of 21,866,666 Warrants issued and outstanding, which comprise the 7,200,000 Private Placement Warrants held by the Sponsor and the 14,666,666 Public Warrants. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Class A common stock of the Company. Upon the
 
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consummation of the Domestication, Collier Creek’s ordinary shares will convert into common stock of the Company, as further described herein.
It is anticipated that, upon completion of the Business Combination, (1) Collier Creek’s Public Shareholders will own approximately 38.2% of the outstanding Class A common stock of the Company, (2) the Sellers are expected to own 50.2% of the outstanding Common Company Units of Utz and 100% of the Class V common stock of the Company entitling them to voting power in the Company commensurate with their equity ownership in Utz and (3) the Sponsor and Collier Creek’s independent directors are expected to own approximately 11.6% of the outstanding Class A common stock of the Company. These percentages (i) assume no Public Shareholders exercise their Redemption Rights in connection with the Business Combination, (ii) reflect the retention of 57,765,978 Common Company Units and 3,483,022 Restricted Company Units by the Sellers and do not take into account (a) the 2,000,000 Restricted Sponsor Shares to be issued upon conversion of 2,000,000 Class B ordinary shares of Collier Creek held by the Sponsor Parties pursuant to the Sponsor Side Letter Agreement and the Certificate of Incorporation or (b) 3,483,022 Restricted Company Units retained by the Sellers, which will convert into Common Company Units upon vesting, as such Restricted Sponsor Shares and Restricted Company Units are subject to the satisfaction of performance conditions prior to conversion, (iii) assume that all such Common Company Units held by the Sellers (but not Restricted Company Units) are exchanged into shares of Class A common stock of the Company, (iv) assume 3,500,000 shares of Class A common stock of the Company are issued to the Sponsor and Collier Creek’s independent directors in connection with the Forward Purchase Agreements, (v) do not take into account Public Warrants or Private Placement Warrants to purchase Class A common stock of the Company that will be outstanding immediately following the completion of the Business Combination, (vi) do not take into account stock options or other stock-based awards held by current and former employees of Utz that will convert into options or other stock-based awards to acquire shares of Class A common stock of the Company or shares of Class A common stock of the Company that may be issued under the Equity Incentive Plan and (vii) assume that Net Cash Consideration is not a negative number. If the actual facts are different than these assumptions, the percentage ownership retained by the Company’s existing stockholders in the Company will be different.
The following summarizes the pro forma ownership of Class A common stock of the Company following the Business Combination, including for the Sellers those shares of Class A common stock issuable upon the exchange of the Sellers’ Common Company Units (together with the cancellation of an equal number of Class V common stock) into Class A common stock of the Company, under two scenarios:
Assuming No
Redemptions
Assuming Maximum
Redemptions(1)
Shares
%
Shares
%
Collier Creek’s Public Shareholders
44,000,000 38.2% 25,708,738 26.5%
Sponsor and Independent Directors (Including Forward Purchase)(2)(3)
13,375,000 11.6% 13,375,000 13.8%
Sellers(4) 57,765,978 50.2% 57,765,978 59.7%
Closing
115,140,978 100% 96,849,716 100%
(1)
Assumes that 18,291,262 Public Shares (the estimated maximum number of Public Shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Cash Condition based on a per share redemption price of $10.30) are redeemed in connection with the Business Combination.
(2)
Includes 9,875,000 shares of Class A common stock issued upon conversion of the existing Class B ordinary shares in connection with the Domestication. Shares of Class A common stock are issued upon the automatic conversion of the Class B ordinary shares concurrently with the consummation of the Business Combination. Does not reflect 2,000,000 Restricted Sponsor Shares convertible into shares of Class A common stock subject to the satisfaction of performance conditions that represent the Company’s Series B-1 common stock and Series B-2 common stock converted from 2,000,000 Class B ordinary shares held by the Sponsor and Collier Creek’s independent directors upon the consummation of the Business Combination.
 
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(3)
Includes 3,500,000 shares of Class A common stock of the Company issued to Collier Creek’s Sponsor and independent directors in connection with the Forward Purchase Agreements.
(4)
Shares represent 57,765,978 shares of Class A common stock issuable upon the exchange of Common Company Units (together with the cancellation of the same number of shares of Class V common stock). Does not reflect 3,483,022 Class A shares issuable upon the exchange of the Common Company Units into which the Restricted Company Units held by the Sellers convert upon satisfaction of performance conditions.
The Business Combination Consideration is subject to adjustment to appropriately reflect the effect of any stock dividend, share capitalization, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event that shall have occurred (including any of the foregoing in connection with the Domestication) prior to consummation of the Business Combination. For further details, see “Shareholder Proposal 2: The Business Combination Proposal — The Business Combination Agreement — Business Combination Consideration.”
The Shareholders Meeting
Date, Time and Place of Shareholders Meeting
The Shareholders Meeting will be held at 9 a.m., Eastern Daylight Time, on                 , 2020, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned, to consider and vote upon the Shareholder Proposals, including, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholders Meeting, each of the Condition Precedent Proposals have not been approved. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
Record Date; Outstanding Shares; Shareholders Entitled to Vote
Collier Creek has fixed the close of business on                 , 2020, as the Record Date for determining the Collier Creek shareholders entitled to notice of and to attend and vote at the Shareholders Meeting.
As of the close of business on such date, there were 44,000,000 Class A ordinary shares and 11,875,000 Class B ordinary shares outstanding and entitled to vote. The Class A ordinary shares and the Class B ordinary shares vote together as a single class, except in the election of directors, as to which only holders of Class B ordinary shares vote, and each share is entitled to one vote per share at the Shareholders Meeting. The Sponsor owns 11,680,000 Class B ordinary shares of Collier Creek. Pursuant to the Insider Letter Agreement among Collier Creek, the Sponsor and Collier Creek’s directors and officers, (i) the 11,875,000 Class B ordinary shares owned by the Sponsor and Collier Creek’s independent directors and (ii) any other ordinary shares of Collier Creek owned by the Sponsor or Collier Creek’s officers and directors will be voted in favor of the Business Combination Proposal at the Shareholders Meeting.
Proxy Solicitation
Proxies with respect to the Shareholders Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. Collier Creek has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Shareholders Meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Shareholders Meeting — Revoking Your Proxy — Changing Your Vote.”
Quorum and Required Vote
A quorum of Collier Creek shareholders is necessary to hold the Shareholders Meeting. The presence, in person or by proxy, of Collier Creek shareholders representing a majority of the ordinary shares issued
 
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and outstanding on the Record Date and entitled to vote on the Shareholder Proposals to be considered at the Shareholders Meeting will constitute a quorum for the Shareholders Meeting.
Each of the Domestication Proposal, the Business Combination Proposal and the Required Organizational Documents Proposals is interdependent upon the others and must be approved in order for Collier Creek to complete the Business Combination as contemplated by the Business Combination Agreement. The Organizational Documents Proposals that are not Required Organizational Documents Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Condition Precedent Proposals, however, if each of the Organizational Documents Proposals do not receive approval at the Shareholders Meeting from the holders of at least two-thirds of the ordinary shares of Collier Creek as of the Record Date that are present and vote at the Shareholders Meeting, the Business Combination can close only if the Sellers and Collier Creek waive certain conditions to closing under the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals. The Business Combination Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Collier Creek ordinary shares that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Organizational Documents Proposals will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Collier Creek ordinary shares as of the Record Date that are present and vote at the Shareholders Meeting.
Redemption Rights
Pursuant to the Existing Organizational Documents, a Public Shareholder may request of Collier Creek that the Company redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i)
(a) hold Public Shares, or (b) if you hold Public Shares through Units, you elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company, Collier Creek’s transfer agent, in which you (a) request that the Company redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and
(iii)
deliver your Public Shares to Continental Stock Transfer & Trust Company, Collier Creek’s transfer agent, physically or electronically through DTC.
Public Shareholders may seek to have their Public Shares redeemed by Collier Creek, regardless of whether they vote for or against the Business Combination or any other Shareholder Proposals and whether they held Public Shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds Public Shares of Collier Creek on or before           , 2020 (two (2) business days before the Shareholders Meeting) will have the right to demand that his or her Public Shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $      million on           , 2020 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $      . A Public Shareholder that has properly tendered his or her Public Shares for Redemption will be entitled to receive his or her pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such Public Shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be canceled and the tendered Public Shares will be returned to the relevant Public Shareholders as appropriate.
Collier Creek Public Shareholders who seek to redeem their Public Shares must demand Redemption no later than 5:00 p.m., Eastern Daylight Time, on           , 2020 (two (2) business days before the Shareholders Meeting) by (a) submitting a written request to the Transfer Agent that Collier Creek redeem
 
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such Public Shareholder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for Redemption if such Public Shareholder is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) with any other shareholder with respect to ordinary shares of Collier Creek and (c) delivering their Public Shares, either physically or electronically using DTC’s DWAC System, at the Public Shareholder’s option, to the Transfer Agent prior to the Shareholders Meeting. If a Public Shareholder holds the Public Shares in street name, such Public Shareholder will have to coordinate with his or her broker to have such Public Shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming Public Shareholder. In the event the Business Combination is not completed, this may result in an additional cost to Public Shareholders for the return of their shares.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more of Collier Creek’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Collier Creek.
Pursuant to the Insider Letter Agreement, the Sponsor, officers and directors of Collier Creek have waived all of their Redemption Rights and will not have Redemption Rights with respect to any Collier Creek Shares owned by them, directly or indirectly.
Holders of the Public Warrants will not have Redemption Rights with respect to the Public Warrants.
For more information, see “Shareholders Meeting — Redemption Rights.
Appraisal Rights
Collier Creek’s shareholders will not have appraisal rights under Cayman Islands law or otherwise in connection with the Business Combination Proposal or the other Proposals.
Interests of Collier Creek’s Directors and Officers and Others in the Business Combination
When you consider the recommendation of the Collier Creek Board in favor of approval of the Business Combination Proposal, you should keep in mind that an argument could be made that Collier Creek’s directors and officers, have interests in such proposal that are different from, or in addition to, those of Collier Creek shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If Collier Creek does not complete an initial business combination transaction by October 10, 2020 (unless Collier Creek submits and its shareholders approve an extension of such date), Collier Creek will cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of the Collier Creek Board and Collier Creek’s remaining shareholders, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 11,875,000 Class B ordinary shares owned by the Sponsor and Collier Creek’s independent directors would be worthless because, following the Redemption of the Public Shares, Collier Creek would likely have few, if any, net assets and because the Sponsor and Collier Creek’s independent directors have agreed, in the Insider Letter Agreement, to waive their rights to liquidating distributions from the Trust Account with respect to the Class B ordinary shares if Collier Creek fails to complete a Business Combination within the required period. The Sponsor purchased the Class B ordinary shares prior to Collier Creek’s IPO for an aggregate purchase price of $25,000, or approximately $0.002 per share. Such Class B ordinary shares had an aggregate market value of $      million based upon the closing price of $      per share on NYSE on                 , 2020, the most recent closing price.
 
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The Sponsor paid $10.8 million for its Private Placement of 7,200,000 Private Placement Warrants to purchase Class A ordinary shares and such Private Placement Warrants will expire worthless if an initial business combination is not consummated by October 10, 2020.

Roger K. Deromedi, Co-Executive Chairman of Collier Creek, Craig D. Steeneck, Director of Collier Creek, Antonio F. Fernandez, Director of Collier Creek, and Jason K. Giordano, Co-Executive Chairman of Collier Creek, are each expected to be directors of the Company after the consummation of the Business Combination. As such, in the future they may receive any cash fees, stock options, stock awards or other remuneration that the Company Board determines to pay to such directors.

Collier Creek’s existing directors and officers will be eligible for continued indemnification and continued coverage under Collier Creek’s directors’ and officers’ liability insurance after the Business Combination.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Collier Creek if and to the extent any claims by a vendor for services rendered or products sold to Collier Creek, or a prospective target business with which Collier Creek has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below (i) $10.00 per public share (or such higher amount then held in trust) or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Collier Creek’s indemnity of the underwriters of Collier Creek’s IPO against certain liabilities, including liabilities under the Securities Act.

Following completion of the Business Combination, the Sponsor, Founder Holders, Collier Creek’s officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Collier Creek from time to time, made by the Sponsor or certain of Collier Creek’s officers and directors to finance transaction costs in connection with an intended initial business combination. If Collier Creek fails to complete a Business Combination within the required period, the Sponsor and Collier Creek’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.

In connection with the Business Combination Agreement, the Sponsor Parties entered into the Sponsor Side Letter Agreement with Collier Creek, pursuant to which 2,000,000 Class B ordinary shares of Collier Creek held by the Sponsor and Collier Creek’s independent directors will be converted into 2,000,000 Restricted Sponsor Shares. For more information, please see the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Side Letter Agreement.”

Pursuant to the Investor Rights Agreement, the Sponsor will have the right to designate up to five directors to the Company Board, subject to certain conditions and certain step-down provisions, and the Sellers will have the right to designate up to five directors to the Company Board, subject to certain conditions and certain step-down provisions.

Pursuant to the Investor Rights Agreement, Sellers and the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Class A common stock and warrants of the Company held by such parties.

The Certificate of Incorporation will contain provisions that have the same general effect as Section 203 of the DGCL and prevent the Company from engaging in a business combination with an “interested stockholder,” unless certain conditions are met.
Collier Creek’s directors and executive officers have agreed to vote all of their ordinary shares in favor of the proposals being presented at the Shareholders Meeting and waive their redemption rights with respect to such ordinary shares in connection with the consummation of the Business Combination. The Class B
 
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ordinary shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the date of this proxy statement/prospectus, Collier Creek’s directors and executive officers beneficially own approximately 21.25% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor Parties or their respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of such Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor Parties or their respective affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (1) holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal (2) holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) otherwise limit the number of Public Shares electing to redeem and (4) Collier Creek’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be submitted at the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of Collier Creek’s directors may result in a conflict of interest on the part of such director(s) between what he/she or they may believe is in the best interests of Collier Creek and its shareholders and what he/she or they may believe is best for himself/herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Collier Creek’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Recommendation to Shareholders of Collier Creek
The Collier Creek Board has unanimously approved the Shareholder Proposals.
The Collier Creek Board unanimously recommends that shareholders:

Vote “FOR” the Domestication Proposal;

Vote “FOR” the Business Combination Proposal;

Vote “FOR” the Equity Incentive Plan Proposal;
 
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Vote “FOR” each of the Organizational Documents Proposals; and

Vote “FOR” the Adjournment Proposal.
The existence of any financial and personal interests of one or more of Collier Creek’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Collier Creek and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. See the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Interests of Collier Creek’s Directors and Officers and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of such interests and potential conflicts of interest.
Sources and Uses of Funds for the Business Combination
The following tables summarize the estimated sources and uses for funding the Business Combination assuming (i) that none of Collier Creek’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination (“No Redemptions”) and (ii) that 18,291,262 of Collier Creek’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination (representing the maximum amount of public shares that can be redeemed to satisfy the Minimum Cash Condition (“Maximum Redemptions”). The number of Class A ordinary shares redeemable assuming Maximum Redemptions assumes that the per share Redemption Price is $10.30; the actual per share Redemption Price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination.
Estimated Sources and Uses (No Redemptions, in millions)
Sources
Uses
Collier Creek Cash Held in
Trust(1)(3) 
$ 453
Debt Repayment(4)
$ 237
UPA Seller Preferred Units Acquisition(5)
139
Collier Creek Forward Purchase Agreement(2) 
35
Cash Consideration to Existing Utz
Owners(6)
60
Transaction Fees(7)
52
Total Sources
$ 488
Total Uses
$ 488
Estimated Sources and Uses (Maximum Redemptions, in millions)
Sources
Uses
Collier Creek Cash Held in Trust(1)(3)
$ 453
Debt Repayment(4) 
$ 49
UPA Seller Preferred Units Acquisition(5)
139
Collier Creek Forward Purchase Agreement(2) 
35
Cash Consideration to Existing Utz
Owners(6)
60
Transaction Fees(7) 
52
Shareholder Redemptions(8)
188
Total Sources
$ 488
Total Uses
$ 488
(1)
Represents the expected amount of the restricted investments and cash held in the Trust Account upon consummation of the Business Combination.
(2)
Represents the proceeds from the Forward Purchase Agreements entered into on September 7, 2018 with the Sponsor and Collier Creek’s independent directors to provide for the purchase of an aggregate of 3,500,000 shares of Class A common stock, plus an aggregate of 1,166,666 redeemable warrants to purchase one share of Class A common stock at $11.50 per share, for an aggregate purchase price of $35 million or $10.00 per share of Class A common stock, in a private placement to close concurrently with the closing of the Business Combination.
 
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(3)
Includes the expected amount of the restricted interest held in the Trust Account upon consummation of the Business Combination at Closing.
(4)
Represents the amount of existing Utz debt that the combined company intends to pay down upon Closing. This cash will be applied (a) first to the Utz Senior Secured First Lien Floating Rate Note due 2024 (“Secured First Lien Note”) under the terms of the Note Purchase Agreement, (including a 2.0% prepayment penalty on the face value of the note, or approximately $3 million assuming the note is prepaid in full), and (b) next, to the Utz First Lien Term Loan (“First Lien Term Loan”) under the terms of the First Lien Term Loan Credit Agreement. No other reduction of the remaining term debt will occur as part of the Business Combination.
(5)
Represents the expected amount to purchase, from UPA Seller, the preferred units in the Sellers as of the Closing (which includes $125 million plus approximately $14 million of preferred return and early redemption costs), which shall be immediately redeemed by the Sellers, in exchange for a portion of the Common Company Units and Restricted Company Units in Utz acquired by Collier Creek.
(6)
Represents $60 million paid by Collier Creek to the Sellers and UPA Seller for the acquisition of Common Company Units and Restricted Company Units in Utz (including through the redemption of UPA Seller’s common units in the Sellers held by UPA Seller).
(7)
Represents the total estimated transaction fees and expenses incurred by Collier Creek and Utz as part of the Business Combination.
(8)
Assumes that the maximum number of Class A ordinary shares that can be redeemed are redeemed, while still satisfying the Minimum Cash Condition and that there is no Permitted Equity Financing to replace such redemptions.
Material U.S. Federal Income Tax Consequences
As discussed more fully under the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Collier Creek Shareholders” below, the Domestication generally should qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Collier Creek, this result is not entirely clear. In the case of a transaction, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in such section) of Collier Creek Shares will be subject to Section 367(b) of the Code and, as a result:

a U.S. Holder of Collier Creek Shares whose Collier Creek Shares have a fair market value of less than $50,000 on the date of the Domestication will generally not recognize any gain or loss and will generally not be required to include any part of Collier Creek’s earnings in income pursuant to the Domestication;

a U.S. Holder of Collier Creek Shares whose Collier Creek Shares have a fair market value of $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Collier Creek Shares entitled to vote and less than 10% of the total value of all classes of Collier Creek Shares will generally recognize gain (but not loss) on the exchange of Collier Creek Shares for shares in the Company (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Collier Creek Shares, provided certain other requirements are satisfied. Collier Creek does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

a U.S. Holder of Collier Creek Shares whose Collier Creek Shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Collier Creek Shares entitled to vote or 10% or more of the total value of all classes of Collier Creek Shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Collier Creek Shares, provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation
 
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may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Collier Creek does not expect to have significant cumulative earnings and profits on the date of the Domestication.
Furthermore, even in the case of a transaction, such as the Domestication, that qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of Collier Creek Shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Collier Creek Shares for the common stock of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of the common stock of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Collier Creek Shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Collier Creek Shareholders — U.S. Holders — PFIC Considerations.
For a description of the tax consequences for Public Shareholders exercising Redemption Rights in connection with the Business Combination, see the sections entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Collier Creek Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights” and “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Collier Creek Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights.”
Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Collier Creek Shareholders”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s Company shares after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, including with respect to Public Warrants, see “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Collier Creek Shareholders.”
Regulatory Approvals
The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with the Registrar of Companies of the Cayman Islands and Secretary of State of the State of Delaware necessary to effectuate the Domestication and (ii) filings required with the SEC pursuant to the reporting requirements applicable to Collier Creek, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to Collier Creek’s shareholders. Based on the anticipated pro-forma voting power of the Company, no filings are required under the HSR Act in connection with the Business Combination, however, such a filing may be required to the extent the anticipated pro forma ownership changes. Collier Creek must comply with applicable United States federal and state securities laws in connection with the Domestication, including the filing with NYSE of a press release disclosing the Domestication, among other things.
Emerging Growth Company
Collier Creek is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies,
 
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including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Collier Creek has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Collier Creek, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Collier Creek’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Collier Creek’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Risk Factors
In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF COLLIER CREEK
Collier Creek is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. Collier Creek’s balance sheet data as of March 31, 2020, December 31, 2019 and December 31, 2018 and statement of operations data for the three months ended March 31, 2020 and 2019, the year ended December 31, 2019 and the period from April 30, 2018 (inception) through December 31, 2018 are derived from Collier Creek’s unaudited interim financial statements and audited financial statements included elsewhere in this proxy statement/prospectus. The information is only a summary and should be read in conjunction with Collier Creek’s consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Collier Creek” contained elsewhere in this proxy statement/prospectus. Our historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
Balance Sheets
As of
March 31, 2020
(Unaudited)
December 31,
2019
December 31,
2018
Assets:
Current assets:
Cash
$ 585,123 $ 585,253 $ 944,890
Prepaid expenses
154,625 136,313 321,529
Total current assets
739,748 721,566 1,266,419
Cash and marketable securities held in Trust Account
452,430,869 451,020,841 442,048,296
Total Assets
$ 453,170,617 $ 451,742,407 $ 443,314,715
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable
$ 161,579 $ 11,654 $ 115,112
Accrued expenses
1,514,828 444,337 7,500
Accrued expenses – related parties
176,774 146,774 26,774
Total current liabilities
1,853,181 602,765 149,386
Deferred underwriting commissions and legal fees
15,450,000 15,450,000 15,450,000
Total liabilities
$ 17,303,181 $ 16,052,765 $ 15,599,386
Commitments:
Class A ordinary shares, $0.0001 par value, subject to redemption
430,867,428 430,689,635 422,715,321
Shareholders’ Equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized
209 198 194
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized
1,188 1,188 1,188
Additional paid-in capital
3,087,484
Retained earnings
4,998,611 4,998,621 1,911,142
Total Shareholders’ Equity
5,000,008 5,000,007 5,000,008
Total Liabilities and Shareholders’ Equity
$ 453,170,617 $ 451,742,407 $ 443,314,715
 
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Statements of Operations
For the Three Months Ended
March 31,
For the Year
Ended
December 31,
2019
For the
Period from
April 30, 2018
(inception)
through
December 31,
2018
2020
(Unaudited)
2019
(Unaudited)
General and administrative expenses
$ 1,232,234 $ 159,706 $ 998,232 $ 137,154
Loss from operations
(1,232,234) (159,706) (998,232) (137,154)
Investment income on Trust Account
1,410,028 2,461,634 8,972,545 2,048,296
Net income
$ 177,794 $ 2,301,928 $ 7,974,313 $ 1,911,142
Weighted average shares outstanding of Class A
ordinary shares
44,000,000 44,000,000 44,000,000 44,000,000
Basic and diluted net income per share, Class A
$ 0.03 $ 0.06 $ 0.20 $ 0.05
Weighted average shares outstanding of Class B
ordinary shares
11,875,000 11,875,000 11,875,000 11,875,000
Basic and diluted net loss per share, Class B
$ (0.10) $ (0.01) $ (0.08) $ (0.01)
 
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SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA OF UTZ
The following selected financial data is only a summary for Utz’s combined financial statements and should be read in conjunction with Utz’s combined financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Utz” contained elsewhere in this proxy statement/prospectus. Utz’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The following selected statement of operations data and statement of cash flows data for Utz’s quarterly period ended March 29, 2020 and March 31, 2019, fiscal year 2019, fiscal year 2018 and fiscal year 2017, and the following balance sheet data as of March 29, 2020, December 29, 2019 and December 30, 2018 have been derived from Utz’s combined financial statements included elsewhere in the prospectus/proxy statement.
Statements of Operations
(in thousands)
March 29,
2020
March 31,
2019
December 29,
2019
December 30,
2018
December 31,
2017
Net sales
$ 228,029 $ 178,412 $ 768,228 $ 772,035 $ 707,035
Cost of goods sold
148,015 121,880 514,430 505,330 445,548
Gross profit
80,014 56,532 253,798 266,705 261,487
Selling and administrative expenses
Selling
48,333 37,136 163,589 183,374 180,956
Administrative
19,940 13,394 64,723 68,018 69,982
Total selling and administrative expenses
68,273 50,530 228,312 251,392 250,938
Gain (loss) on sale of assets
Gain (loss) on disposal of property, plant and equipment
68 729 6,028 (2,312) (11,813)
Gain on sale of routes, net
404 2,442 7,232 6,382 11,364
Total gain (loss) on sale of assets
472 3,171 13,260 4,070 (449)
Income from operations
12,213 9,173 38,746 19,383 10,100
Other (expense) income
Interest expense
(9,643) (12,545) (48,388) (45,715) (11,067)
Other (expense) income
580 1,134 (576) 607 1,921
Other (expense) income, net
(9,063) (11,411) (48,964) (45,108) (9,146)
(Loss) income before taxes
3,150 (2,238) (10,218) (25,725) 954
Income tax expense (benefit)
1,458 377 3,146 1,919 (16,146)
Net (loss) income
1,692 (2,615) (13,364) (27,644) 17,100
Net (loss) income attributable to noncontrolling interest
(705) (2,808) (2,856) (3,497)
Net (loss) income attributable to controlling interest
$ 1,692 $ (3,320) $ (16,172) $ (30,500) $ 13,603
 
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Statements of Cash Flow
(in thousands)
March 29,
2020
March 31,
2019
December 29,
2019
December 30,
2018
December 31,
2017
Net cash provided by (used in) operating activities
$ (2,773) $ (17,179) $ 27,992 $ 15,747 $ 49,776
Net cash provided by (used in) investing activities
(14,464) 24,004 (115,882) (2,169) (171,148)
Net cash provided by (used in) financing activities
7,815 (5,423) 96,029 (16,366) 129,004
Balance Sheet
(in thousands)
March 29,
2020
December 29,
2019
December 30,
2018
Total assets
$ 784,905 $ 778,547 $ 640,670
Total liabilities
826,430 811,899 771,986
Total (deficit) equity
(41,525) (33,352) (131,316)
Non-GAAP Financial Measures
References in this section to “Company,” “we,” and “our” refer to Utz Brands Holdings, LLC and its consolidated subsidiaries.
We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provides additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the categories of non-cash items, acquisition and integration costs, business transformation initiatives, and financing-related costs. We believe the non-GAAP measures should always be considered along with the related GAAP financial measures. We have provided the reconciliations between the GAAP and non-GAAP financial measures below; for more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Utz.”
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When the definitions change, we will provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
Thirteen Weeks Ended
Fiscal Year Ended
(dollars in millions)
March 29,
2020
March 31,
2019
December 29,
2019
December 30,
2018
December 31,
2017
Pro Forma Net Sales
228.0 204.2 865.5 N/A N/A
Adjusted Gross Profit
85.3 60.4 270.6 284.9 275.4
Pro Forma Adjusted Gross Profit
85.3 69.8 305.8 N/A N/A
Adjusted EBITDA
29.2 17.7 86.5 75.5 73.2
Adjusted EBITDA as a % of Net
Sales
12.8% 9.9% 11.3% 9.8% 10.4%
Further Adjusted EBITDA
29.2 20.2 96.9 N/A N/A
Further Adjusted EBITDA as a % of Pro Forma Net Sales
12.8% 9.9% 11.2% N/A N/A
 
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Adjusted Gross Profit and Pro Forma Adjusted Gross Profit
We define Adjusted Gross Profit as Gross Profit excluding Depreciation and Amortization expense. Adjusted Gross Profit is one of the key performance indicators that our management uses to evaluate our operating performance. We believe that the presentation of Adjusted Gross Profit is useful to investors in the evaluation of our operating performance compared to other companies in the salty snack industry, as similar measures are commonly used by the companies in this industry. This measure increases transparency and assists investors to understand and analyze our ongoing operational performance by excluding the impact from Depreciation and Amortization, a non-cash item. Pro Forma Adjusted Gross Profit is adjusted to include the historical gross profit (excluding depreciation and amortization) of Kennedy from the pre-acquisition period and the pre-acquisition gross profit of Kitchen Cooked for fiscal 2019.
Pro Forma Gross Profit is lower than Gross Profit for the thirteen weeks ended March 29, 2020 due to the additional depreciation and amortization adjustment presented in the Pro Forma Gross Profit as a result of the contemplated Business Combination. Please refer to the Unaudited Pro Forma Condensed Combined Financial Information for details of the preliminary purchase accounting due to the contemplated Business Combination.
The following table provides a reconciliation from Gross Profit to Adjusted Gross Profit and from Pro Forma Gross Profit to Pro Forma Adjusted Gross Profit for the thirteen weeks ended March 29, 2020 and March 31, 2019 and the fiscal years ended December 29, 2019, December 30, 2018, and December 31, 2017:
Thirteen Weeks Ended
Fiscal Year Ended
(dollars in millions)
March 29,
2020
March 31,
2019
December 29,
2019
December 30,
2018
December 31,
2017
Gross Profit
80.0 56.5 253.8 266.7 261.5
Depreciation and Amortization
5.3 3.9 16.8 18.2 13.9
Adjusted Gross Profit
85.3
60.4
270.6
284.9
275.4
Pro Forma Gross Profit
77.0 63.1 278.2
Depreciation and Amortization
8.3 6.7 27.6
Pro Forma Adjusted Gross Profit
85.3 69.8 305.8
EBITDA, Adjusted EBITDA, and Further Adjusted EBITDA
We define EBITDA as Net Income before Interest, Income Taxes, and Depreciation and Amortization.
We define Adjusted EBITDA as EBITDA further adjusted to exclude certain non-cash items, such as accruals for long-term incentive programs, hedging and purchase commitments adjustments, and asset impairments; Acquisition and Integration Costs; Business Transformation Initiatives; and Financing-Related Costs.
We define Further Adjusted EBITDA as Adjusted EBITDA after giving effect to pre-acquisition EBITDA of Kennedy, pre-acquisition Adjusted EBITDA of Kitchen Cooked, and pre-acquisition EBITDA of Collier Creek Holdings. We also report Further Adjusted EBITDA as a percentage of Pro Forma Net Sales as an additional measure to evaluate our Further Adjusted EBITDA margins on Pro Forma Net Sales.
Adjusted EBITDA is one of the key performance indicators we use in evaluating our operating performance and in making financial, operating, and planning decisions. We believe EBITDA, Adjusted EBITDA, and Further Adjusted EBITDA are useful to the users of this proxy statement in the evaluation of Utz’s operating performance compared to other companies in the salty snack industry, as similar measures are commonly used by companies in this industry. We have also historically reported an Adjusted EBITDA metric to investors and banks for covenant compliance. We also report Adjusted EBITDA as a percentage of Net Sales as an additional measure for users of this proxy to evaluate our Adjusted EBITDA margins on Net Sales.
 
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The following table provides a reconciliation from Net Income (Loss) to EBITDA and Adjusted EBITDA for the thirteen weeks ended March 29, 2020 and March 31, 2019 and the fiscal years ended December 29, 2019, December 30, 2018, and December 31, 2017:
Thirteen Weeks Ended
Fiscal Year Ended
(dollars in millions)
March 29,
2020
March 31,
2019
December 29,
2019
December 30,
2018
December 31,
2017
Net Income (loss)
1.7 (2.6) (13.4) (27.6) 17.1
Plus non-GAAP adjustments:
Income Tax (Benefit) or Expense
1.5 0.4 3.2 1.9 (16.1)
Depreciation and Amortization
8.9 6.9 29.3 30.4 29.0
Interest Expense, Net
9.6 12.5 48.4 45.7 11.1
Interest Income (IO loans)(1)
(0.5) (0.9) (3.5) (2.6) (2.1)
EBITDA
21.2
16.3
64.0
47.8
39.0
Certain Non-Cash Adjustments(2)
1.1 0.5 9.4 12.5 12.1
Acquisition and Integration(3)
5.2 0.7 3.3 11.3 5.6
Business Transformation Initiatives(4)
1.6 0.2 5.1 3.0 12.6
Financing-Related Costs(5)
0.1 4.7 0.9 3.9
Adjusted EBITDA(6)
29.2
17.7
86.5
75.5
73.2
Adjusted EBITDA as a % of Net Sales
12.8% 9.9% 11.3% 9.8% 10.4%
Kennedy Pre-Acquisition EBITDA(7)
2.5 9.9
Kitchen Cooked Pre-Acquisition Adjusted EBITDA(7)
0.5
Collier Creek EBITDA(8)
Further Adjusted EBITDA(9)
29.2
20.2
96.9
Further Adjusted EBITDA as a % of Pro Forma Net Sales
12.8% 9.9% 11.2%
(1)
Interest Income from IO Notes Receivable refers to Interest Income that we earn from IO Notes Receivable that have resulted from our initiatives to transition from RSP distribution to IO distribution (“Business Transformation Initiatives”). We obtain bank financings, recorded in Notes Payable, that mirror the IO Notes Receivable, and the interest expenses associated with the bank financings were part of the Interest Expense, Net adjustment.
(2)
Certain Non-Cash Adjustments are comprised primarily of the following:
Incentive programs — We established our long-term incentive plan (“LTIP”) for employees in February 2018. We recorded expenses of $0.8 million and $0.9 million for thirteen weeks ended March 29, 2020 and March 31, 2019, respectively and expenses of $6.5 million and $7.9 million in 2019 and 2018, respectively, for the estimated fair value of the vested LTIP phantom units. The expenses recognized relate to the tiered vesting of units that occurred for 40% of the phantom units in 2018 and 20% in 2019. Expenses incurred for LTIP are non-operational in nature and are expected to decline upon the vesting of the remaining phantom units at the end of fiscal year 2021. Additionally, certain phantom units are expected to be converted into restricted stock units as part of the Business Combination. All LTIP phantom units will be settled on a non-cash basis.
Purchase Commitments and Other Adjustments — We have purchase commitments for specific quantities at fixed prices for certain of our products’ key ingredients. To facilitate comparisons of our underlying operating results, this adjustment was made to remove the volatility of gains and losses related to purchase commitments. We recorded a charge of $0.3 million for the thirteen weeks ended March 29, 2020, a benefit of $0.4 million for the thirteen weeks ended March 31, 2019, a benefit of $0.9 million for fiscal 2019, and a charge of $1.1 million and $0.1 million for fiscal years 2018 and 2017, respectively.
We recorded other adjustments of $2.7 million in 2017 primarily related to minority interest earnings. Under the company’s legal entity structure in 2017, RILP minority interest earnings were recorded as a net expense for the Company. To correctly include the minority interest in consolidated income, we
 
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needed to adjust EBITDA for fiscal 2017. There was no adjustment for fiscal years 2018 and 2019 or the thirteen weeks ended March 29, 2020.
Asset Impairments and Write-Offs — There were no impairments recorded in either the thirteen weeks ended March 29, 2020 or March 31, 2019. However, we did record impairments on certain trade name intangible brand assets in fiscal years 2019 and 2018 totaling $3.8 million and $2.9 million, respectively. Impairments recorded in fiscal years 2019 and 2018 were for a brand acquired from Inventure and a brand acquired from Golden Flake, respectively. We also wrote-off certain computer hardware and software acquired in recent acquisitions that we retired. The associated expenses were $0.6 million and $0.1 million in fiscal years 2018 and 2017, respectively. An adjustment of $9.2 million was also made in fiscal 2017 for a non-cash loss on the sale of assets after one of our plants was damaged by fire.
(3)
Acquisition and Integration is comprised of transaction services, due diligence, consulting, accounting and legal fees, and other transaction-related expenses incurred for our several recent acquisitions, including Golden Flake, Inventure, Kennedy, and Kitchen Cooked, as well as certain previous potential acquisitions not executed. This adjustment also includes costs related to the Business Combination. We incurred costs of $5.2 million for the thirteen weeks ended March 29, 2020 and $0.7 million for the thirteen weeks ended March 31, 2019, and costs of $3.3 million, $11.3 million, and $5.6 million, for the fiscal years of 2019, 2018 and 2017, respectively. The fiscal 2018 adjustment included a $4.0 million write-off of certain plant assets to discontinue our manufacturing plant in Denver, Colorado, following a strategic review of manufacturing capacity related to the Inventure integration. Later, in fiscal 2019, we recorded $4.6 million in proceeds from the sale of the facility.
(4)
Business Transformation Initiatives is related to severance and other reorganization costs, professional, consultancy, and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations. These initiatives primarily relate to the conversion from RSP distribution to IO distribution, which included severance costs associated with the elimination of RSP positions and other one-time costs offset by the sale of distribution rights to IOs and gains recognized on the disposal of trucks. Additionally, Business Transformation Initiatives includes certain corporate reorganization expenses, Rice/Lissette family-related costs historically incurred, certain charitable donations that Utz had made historically at the direction of the family owners, and compensation expenses that will not be incurred for normal business operations going forward. We incurred costs of $1.6 million for the thirteen weeks ended March 29, 2020 and $0.2 million for the thirteen weeks ended March 31, 2019, and costs of $5.1 million, $3.0 million, and $12.6 million, for the fiscal years of 2019, 2018 and 2017, respectively.
(5)
Financing-Related Costs includes certain costs related to our debt and equity financing activities, including legal and other professional fees. In fiscal 2017, these costs include expenses related to our November 2017 financing transactions, including the issuance of the First Lien Term Loan and Second Lien Term Loan, the refinancing of the January 2017 credit facility, and the repurchase of Class A Common Units held by an outside investor. In fiscal 2019, these costs include expenses related to the sale of preferred and common units by Series U, Series R, and SRS to an outside investor, the repayment of the Second Lien Term Loan, and the issuance of the Secured First Lien Note to finance the Kennedy acquisition. Financing-Related Costs were $0.1 million related to the thirteen weeks ended March 29, 2020 and there were no charges for the thirteen weeks ended March 31, 2019, and adjustments of $4.7 million, $0.9 million, and $3.9 million were made in fiscal years 2019, 2018, and 2017, respectively. The amount in fiscal 2019 includes $4.3 million related to a loss recognized on extinguishment of debt related to the repayment of the Second Lien Term Loan as well as $0.4 million in professional fees related to the new capital raised, which were partially offset by deferred financing fees.
(6)
We implemented a new booking system in fiscal 2019 to manage trade spend costs which enabled us to analyze large volumes of trade spend activity information that was previously not available and refine its period end estimates for trade spend reserves. This refined methodology resulted in a one-time true-up charge contributing to the $6.8 million increase in trade spend reserve for fiscal 2019. We have not adjusted fiscal 2019 Adjusted EBITDA for the impact of this increased trade expense due to the change in estimate. We intend to continue using this refined estimation methodology in future periods and does not expect similar material true-ups due to changes in reserve methodology will recur in future periods.
 
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(7)
The following table presents a reconciliation from Kennedy Pre-Acquisition Net Income, as derived from Note 4 to our Unaudited Pro Forma Condensed Combined Financial Information that is also filed in the Proxy, to Kennedy Pre-Acquisition EBITDA:
March 29,
2020
March 31,
2019
December 29,
2019
Kennedy Pre-Acquisition Net Income
2.1 7.1
Plus: Pro Forma Pre-Acquisition Depreciation and Amortization
0.4 2.8
Kennedy Pre-Acquisition EBITDA
2.5
9.9
Kitchen Cooked Pre-Acquisition Adjusted EBITDA represents a $0.2 million pre-acquisition net loss from Kitchen Cooked in fiscal 2019, primarily adjusted for depreciation and amortization, interest income, and certain adjustments related to its acquisition by Utz, such as transaction costs, one-time transaction-related bonuses, and a one-time rent payout upon acquisition of certain Kitchen Cooked facilities.
(8)
Collier Creek EBITDA relates to Collier Creek’s historical operations as a SPAC, which will not continue following the Business Combination and is therefore excluded from Further Adjusted EBITDA to more accurately reflect our core ongoing operations.
(9)
Further Adjusted EBITDA does not reflect the realization of any expected synergies from the acquisitions of Kennedy in fiscal 2019 and Kitchen Cooked in fiscal 2020, or incremental public company costs from the Business Combination. The Company currently estimates that synergies from the elimination of certain procurement, manufacturing, logistics, and selling and administrative expenses will result in annual combined integration-related cost savings of approximately $7.0 million from the acquisitions of Kennedy and Kitchen Cooked. In addition, the Company estimates it will incur incremental annual public company costs of approximately $3.0 million following the Business Combination. Although the Company believes that such synergies will be realized and incremental costs will be incurred, there can be