8-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

Date of Report (Date of earliest event reported): September 8, 2020

Whole Earth Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38880	38-4101973
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

125 S. Wacker Drive

Suite 3150
Chicago, IL 60606

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (312) 840-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	FREE	The NASDAQ Stock Market LLC
Warrants to purchase one-half of one share of common stock	FREEW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

The Company prepared an investor presentation for use in connection with various meetings and conferences. A copy of the investor presentation is furnished as Exhibit 99.1 and incorporated by reference herein.

Item 8.01. Other Events.

On September 8, 2020, Whole Earth Brands, Inc. (the “Company”) issued a press release announcing that its board of directors has authorized a $20 million stock repurchase plan. A copy of the press release is attached hereto as Exhibit 99.2.

The information furnished in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
99.1	Investor Presentation dated September 2020.
99.2	Press Release dated September 8, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 8, 2020	Whole Earth Brands, Inc.
	By:	/s/ Andrew Rusie
	Name: Andrew Rusie
	Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Investor Presentation September 2020 Barclays Global Consumer Staples Conference

Disclaimer Forward - Looking Statements This presentation contains forward - looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Whole Earth Brands, Inc. (the “Company” or “Whole Earth Brands”) and other matters. These statements may discuss goals, intentions and expectatio ns as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and inf ormation currently available to, management. Forward - looking statements may be accompanied by words such as “achieve,” “aim,” “anticipate,” “believe,” “can,” “continue,” “co uld,” “drive,” “estimate,” “expect,” “forecast,” “future,” “grow,” “improve,” “increase,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “ sho uld,” “target,” “will,” “would,” or similar words, phrases or expressions. Factors that could cause actual results to differ materially from those in the forward - looking statements include, but are not limited to, the Company’s ability to achieve or maintain profitability; the extent of the impact of the COVID - 19 pandemic, including the duration, spread, severity, and any recurrence of the COVID - 19 pandemic, the duration and scope of related government orders and restrictions, the impact on our employees, and the extent of the impa ct of the COVID - 19 pandemic on overall demand for Whole Earth Brands products; local, regional, national, and international economic conditions that have deteriorated as a re sult of the (COVID - 19) pandemic including the risks of a global recession or a recession in one or more of the Company’s key markets, and the impact they may have on the C omp any and its customers and management’s assessment of that impact; the projected financial information, anticipated growth rate, and market opportunity of the Compan y’s Branded CPG and Flavors & Ingredients business segments; the ability to maintain the listing of Whole Earth Brands securities on Nasdaq; the potential liquidity an d t rading of the public securities of the Company; the Company’s expected capital requirements and the availability of additional financing; the Company’s ability to attract or ret ain highly qualified personnel, including in accounting and finance roles; extensive and evolving government regulations that impact the way the Company operates; the impact of the COV ID - 19 pandemic on the Company’s suppliers, including disruptions and inefficiencies in the supply chain; factors relating to the business, operations and fin anc ial performance of the Company’s Branded CPG and Flavors & Ingredients segments; the Company’s success in integrating the various operating companies constituting Merisan t a nd MAFCO; the Company’s ability to continue to use, maintain, enforce, protect and defend its owned and licensed intellectual property, including the Whole Eart h® brand. These forward - looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actu al results to differ materially from the results contemplated by the forward - looking statements. These statements are subject to the risks and uncertainties indicated from time to time in the documents the Company files (or furnishes) with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance upon any forwa rd - looking statements, which are based only on information currently available to the Company and speak only as of the date made. The Company undertakes no commitment to pu blicly update or revise the forward - looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, futu re events or otherwise, except as required by law. Industry and Market Data In this Presentation, Whole Earth Brands relies on and refers to information and statistics regarding the sectors in which it co mpetes and other industry data. The Company obtained this information and statistics from third - party sources, including reports by market research firms. The Company has s upplemented this information where necessary with information from its own internal estimates, taking into account publicly available information about other industry par tic ipants and its management’s best view as to information that is not publicly available. The Company has not independently verified the accuracy or completeness of any su ch third - party information. Use of Non - GAAP Financial Measures This Presentation includes non - GAAP financial measures which do not conform to SEC Regulation S - X in that it includes financial information (including Adjusted EBITDA, Pro Forma Adjusted EBITDA, free cash flow, Free Cash Flow Margin and CAPEX) not derived in accordance with U.S. GAAP. Accordingly , s uch information is adjusted and presented differently in Whole Earth Brands’ proxy statement/prospectus filed with the SEC. Whole Earth Brands believes that the presentation of non - GAAP measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Other companies may calc ula te non - GAAP measures differently, and therefore Whole Earth Brands’ respective non - GAAP measures may not be directly comparable to similarly titled measures of other companies. Not all of the information necessary for a quantitative reconciliation of these forward - looking non - GAAP measures to the most directly comparable financial measures is available without unreasonable efforts at this time. Specifically, Whole Earth Brands does not provide such quantitative reconciliations due to the inherent di fficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including percentage of sales attributable to innovation and all constan t c urrency metrics. 2

Whole Earth Brands leadership team Irwin D. Simon Executive Chairman More than 30 years of experience in the consumer - facing health and wellness sector Industry visionary, driver of global Natural and organic industry growth Significant track record of building shareholder value through M&A, having completed more than 50 acquisitions Albert Manzone CEO CEO of Whole Earth Brands since June 2020 and Flavors Holdings since February 2016 More than 25 years of strategic and global operational experience in consumer products industry Previously worked at various blue - chip companies in food & beverage (PepsiCo, W.M. Wrigley Jr. Company) and McKinsey & Co. Andy Rusie CFO CFO of Whole Earth Brands since June 2020 and Flavors Holdings since December 2019 15 years of experience in Global Consumer Goods finance leadership roles in China, Southeast Asia, Latin America and Europe Previously worked at Multi - National Companies including Reckitt Benckiser, Mead Johnson Nutrition, Abbott Laboratories and E&Y 3

Whole Earth Brands Building a Healthy and Delicious Future 4

5 Whole Earth Brands Our Mission Our Vision

6 Investment highlights  Global platform serving long - standing blue - chip customer relation - ships across 100+ countries, through our attractive mega - brands and regional brands  Secular shift towards health and wellness and “free - from...” provides multi - decade tailwinds and large opportunities in sugar - laden products  Asset - light and scalable business model with leading market positioning allows for sustainably high - margin profile  Attractive balance sheet and stable free cash flow supports growth initiatives and opportunity to drive complementary M&A  Track record of successful targeted new brand and new product launches  Targeting large and growing “free - from...” target addressable market which approaches $30B with a projected CAGR of approximately 8%  Attractive investment entry point at current valuation Source: Company Materials

Market leading positions and an attractive portfolio of brands Our products enable consumers to enjoy a range of delicious foods and beverages without compromising their health and wellness goals Branded CPG Flavors & Ingredients A global leader in natural and free - from - sugar sweeteners and other sweet categories – this is our growth engine Rank in Sugar - Free Sweeteners Across Key Global Markets # 1 & # 2 Natural licorice extract and derivative products utilized in CPG and HPC among other industries for flavor enhancement, masking and other benefits – this is our consistent cash flow generator Global Leader of Natural Licorice Extracts and Derivatives Source: Company Materials, AC Nielsen, Management Estimates 1. Recognized as “Natural” in largest markets such as U.S. 7

Strong financial profile and balance sheet $ 272M 39.9 % 20.9 % Product Revenues, net (2019) Gross Profit Margin (2019) Adjusted EBITDA Margin (2019) 1 Brand ed CPG Flavors & Ingredients 39 % 61 % $ 4.1M (1.5 % of revenues) CAPEX and CAPEX % of Revenues (2019) 19.4 % Free Cash Flow Margin 2 , % of Revenues (2019) Balance Sheet Flexibility $110.9M liquidity 1.4x leverage ratio 3 35.4M shares outstanding 4 Product Revenue Segment Mix (2019) Source: Company Materials 1 See non - GAAP reconciliation in Appendix of this presentation 2 Free Cash Flow margin, calculated by taking Adjusted EBITDA less CAPEX, divided by Product Revenues 3 Leverage ratio calculated based on net debt of $78.4 million, as of 6/30/20, and Adjusted EBITDA of $57 million for full year 20 19 4 Excludes 3 million shares held in escrow for Act II sponsors. Please see filed S - 4 for terms pertaining to when the shares can b e released from escrow, including a $20 per share hurdle 8

Positioned to grow in the enormous “free - from...” addressable market Whole Earth Brands platform is well - positioned and well - capitalized to continue growing across several “free - from ... ” market segments $ 13B+ ’19 – ’24 CAGR: ~6% $ 3B+ ’19 – ’24 CAGR: ~9% $ 5B+ ’19 – ’24 CAGR: ~10% SUGAR - FREE PLANT - BASED DAIRY - FREE CLEAN - LABEL LOW - CARB GLUTEN - FREE $ 1B+ ’19 – ’24 CAGR: ~24% $ 20B+ ’19 – ’24 CAGR: ~7% $ 1B+ ’19 – ’24 CAGR: ~10% Source: Allied Market Research and Euromonitor. Represents Retail Sales Value 9

Path to $1 billion in revenue Geographic Distribution Expansion North America Distribution Growth 10 $272m 2019 Net Sales Product / Category Innovation $1B+ M & A M&A Net Sales Opportunity Organic Base Case Opportunity 3 Low - to - mid Mid single Single digit Digit organic grow Organi th

Branded CPG Favorable Trends and a Large Addressable Market 11

75 - 90% 1' 1' 1' 1' 1' 73 - 95% 1' 1' 1' 1' 1' 12% 1' 1' 48 - 50% 1' 1' 1' 1' 12 In order from largest to smallest (sales by country, based on 2019 results) Note: 1 AC Nielsen retail data for 2018 2 UK data from 2018 Dig Insights study. U.S. and France data from 2015 Ipsos Reports Australia data from 2018 Colmar Brunton report. South Africa data from TNS report Source: Management data, L.E.K. research and analysis Our brands are recognized by billions of consumers worldwide Highly recognized and defensible portfolio of leading global brands BRAND PRESENCE IN WHOLE EARTH BRANDS’ TOP - 10 MARKETS Brand Awareness 2 U.S. France U.K. Australia South Africa Argentina Belgium Thailand Italy Netherlands Share Rank 1 #6 #1 #1 #1 #1 #2 #1 #1 #3 #2

13 Source: Company Materials Global infrastructure in place Expansive global presence creates a unique platform opportunity versus regionally - focused businesses  Strong and scalable distribution chain utilizing third party logistics companies and distributors for trucking and warehousing  Capabilities across sweetener ingredient types  Unique supply chain at point of origin for licorice  Expertise to deliver specific tastes for local markets  No customer represents >~8% of total net sales  Potential to penetrate new large and growing markets to address the effects of a “western diet” Whole Earth Brands footprint Co - manufacturing facilities Manufacturing facilities MANUFACTUR ING FACILITIES 6 20 CO - MANUFACTURERS 100+ COUNTRIES SERVICED

Improving health through a better diet is a key focus for consumers, retailers and governments Source: New York Times, NPR, Wall Street Journal, CNN, Entrepreneur, Business Insider, Forbes, USA Today; All headlines from between April 2019 and August 2020 14 Secular trends globally support organic growth & “free - from...” vision

Massive addressable global market through accelerated penetration of sweeteners Region Sweetener Penetration US/Canada 13% Europe 12% Latin America 4% Asia Pacific 2% Africa 1% Global 3% Significant opportunity to increase penetration of sweeteners LMC estimate: global tabletop sweetener market by region (2018E) 15

We are benefiting from secular trends in global coffee & tea consumption and in - home baking Coffee and tea consumption continues mid - to - high single digit growth Baking accounts for 50 % of worldwide sugar consumption are looking for ways to cook healthier 47 % 1 of consumers are baking more post COVID - 19 46 %1 Source: Euromonitor, LMC 1 Food Navigator - usa.com , Survey: Cooking more at home could become the new normal post - pandemic 16

Growth Rate (2019 vs. 2018) +7.7% +3.9% +5.9% +3.2% +8.1% +4.1% 17 Source: Euromonitor, Packaged Food: Euromonitor from trade sources/national statistics; total market, value Dollars, FY 2019, % vs LY Countries included: Argentina, Australia, China, France, Hong Kong, China, India, Indonesia, Japan, Myanmar, New Zealand, Philippines, South Africa, South Korea, Thailand, United Kingdom, USA,Vietnam Sugar laden adjacent categories present significant branded revenue growth opportunities Chocolates Breakfast Sweet Ice Jams & Sweet Spreads Cereal Bars cereals biscuits cream $50B $5B $11B $19B $37B $41B 2% 18% 2% 2% 2% 4% Total Addressable Market Penetration: Reduced Sugar and / or Organic Other categories

Flavors & Ingredients Market leadership and cash flow generation 18

> 20 years > 20 years > 10 years > 15 years > 10 years 19 Source: Company Materials Long - standing customer base ; exposure to growing end - markets Continue to Increase Accounts with Exposure to High Growth Categories Sells to: Over - The - Counter Flintstones Phosphogliv Mucinex Beauty & Personal Care Consumer Packaged Goods Continued Growth in Core Accounts  Several top 10 customers have purchased licorice products for 50+ years  Strong customer relationships driven by:  Ability to maintain industry leading supply security and availability  Manufacturing capacity and ability to consistently meet individual customer’s flavor and physical requirements KEY NORTH AMERICAN CUSTOMERS Company Length of Relationship

20 Source: Company Materials, Management Estimates, Euromonitor, Industry Research, LMC International Supply chain superiority at the core of business sustainability Our strengths... Licorice - sourcing from a complex supply chain Deep relationships with critical supply partners $86M of raw material inventory on - hand (2019) Difficult to replicate manufacturing footprint Expertise in licorice application development ...translate into our enviable market positioning and tangible financial benefits Niche Competitors Net Sales ($M) ~$106 $5 – 20 Market Presence Global Regional Key End Markets All manufactured licorice products Individual products Product Offering All licorice products Extracts & derivatives separately Product Applications/ Development Full Limited Products 400+ 10 – 30+ Supply Chain Industry leading supply security and availability Do not carry necessary working capital for security of supply  Multi - year contracts with strategic, blue - chip customers  Ability to maintain margins across raw material cycles  Develop customized products based on customer requirements  Out - compete suppliers on reliability of supply and quality  Growth driven by developing countries

Projects actioned to continue cost structure transformation The Flavors & Ingredients segment is transforming our cost structure with our manufacturing footprint initiative $6 million further Annual Projected Savings to be delivered 2021 / 2022 Acceleration of project approved in August 2020, provides quick payback Objective Significantly reduce our cost structure Relocate to facilities with improved regulatory and food safety Location Services Size (sq. ft.) Status Camden, NJ Licorice manufacturing, warehousing, raw material procurement, sales and administration 390,000 Owned Richmond, VA Manufacturing and administration 65,000 Owned Location Services Size (sq. ft.) Status Gardanne, FR Licorice manufacturing, warehousing, raw material procurement, sales and administration 48,900 Owned United States Gardanne, FR Europe Camden, NJ Richmond, VA 21

Growth Levers Summary 22

Levers to Achieve Plan 4 3 2 1 Continue to drive product innovation, educate consumers on baking alternatives, and develop product extensions Grow North America through Natural, innovation, and distribution Support continued growth in developing economies and enter new geographies Supplement organic growth with targeted tuck - in M&A Source: Company Materials 23

% ACV Distribution Nielsen XAOC June YTD Category Performance Nielsen XAOC June YTD North America Branded CPG growth performance 24 18% 73% Branded CPG Performance Innovation contributes +16% of Net Sales since 2018 Nielsen XAOC June YTD 71% 20% 14% 19% Original Natural

Organic Sales Growth Attractive Category Exposure Earnings Consistency Ability to Scale Stable Margins Return on Capital 25 Note: M&A Acquisition Universe will actively be refined on an on - going basis Clear M&A strategy backed by a strong pipeline Balance sheet in place to acquire for consolidation, grow in adjacent markets and enter into on - trend branded health and wellness categories M&A Acquisition Universe Core Sweeteners & Ingredients “Free - from...” Adjacencies Sugar - Free Adjacencies KEY CRITERIA WHEN CONSIDERING M&A

Financial Summary 26

2020 Guidance and long - term growth algorithm 2020E Projections Long - Term Algorithm Net Sales Adjusted EBITDA 1 Pro Forma Adjusted EBITDA 1 CAPEX Low - to - mid single digit organic growth through the cycle  Driven by distribution gains, geographic expansion, and continued innovation  Accelerated by tuck - in acquisitions Margins of ~23 - 25%  Operational leverage from existing footprint and SG&A platform Mid - single digit growth  Accelerated by accretive and synergistic tuck - in acquisitions Long - term view of CAPEX approximating ~1.5% of net sales  Asset - light business model  Temporary acceleration of spend in 2020 associated with manufacturing footprint optimization project $270 – 290M $54 – 58M $63 – 67M $12 – 14M Acquisitions are not included in the projections Source: Company Materials 1 The difference in these two figures, or the proforma adjustments, is related to the expectation of $9 million of future benef its related to Flavors & Ingredients segment manufacturing footprint optimization project, synergies related to combining the two companies and supply ch ain transformation within Branded CPG. The Company does not anticipate realizing these benefits in 2020, but will reflect these benefits in future peri ods as realized. 27

28 Net leverage of ~1.4x as of June 30th, 2020 Balance sheet set up with flexibility to pursue synergistic, growth - enhancing M&A Long - term leverage target <3.0x Flexibility to increase leverage for M&A; free cash flow to be used to de - lever back to <3.0x within a reasonable period of time post - M&A Priority for capital allocation will be towards M&A and deleveraging post - M&A Source: Company Materials, SEC Filings Leverage ratio calculated based on net debt of $78.4 million, as of 6/30/20, and Adjusted EBITDA of $57 million for full year 2019 Disciplined Capital Allocation Philosophy

Thank You! 29

Whole Earth Brands Appendix 30

Reconciliation of historical Adjusted EBITDA MANAGEMENT ADJUSTMENTS FY 2017 FY 2018 FY 2019 ($ mm) Combined Combined Combined Net Income Income taxes Depreciation and amortization $25.1 (10.2) 14.5 $20.9 5.3 14.7 $30.9 (2.5) 13.7 EBITDA $29.4 $40.9 $42.1 Management adjustments: F/X and other expenses, net 4.9 (0.5) 0.3 Restructuring, including severance and related expenses 9.5 8.3 2.8 Legal settlement costs 0.4 2.3 2.5 Inventory and other charges 2.1 0.5 2.2 Brand introduction costs 3.3 2.8 3.5 Non - cash pension costs 1.9 1.9 2.4 Reflects change in long term incentive plan (0.0) 1.0 1.2 ADJUSTED EBITDA 51.6 57.2 57.0 Restructuring adjustments 0.9 5.8 5.6 PRO FORMA ADJUSTED EBITDA $52.5 $63.0 $62.6 Foreign exchange and other expenses, net - Other income on the Income Statement, which is mainly unrealized (gains)/losses from currency fluctuation Restructuring, including severance and related expenses - 2019 : Majority is severance and related costs for Merisant personnel changes and implementing cost savings initiatives at Mafco - 2018 : Majority is severance for Merisant personnel changes and implementing cost savings initiatives at Mafco - 2017 : Majority is Merisant severance and costs of Illinois facility closure, and implementing cost savings initiatives at Mafco Legal settlement costs - Mostly one - time costs of Merisant legal reorganization, and settlement costs with former employees Inventory and other charges - 2019 : Includes non - cash adjustments for non - recurring charges pertaining to prior periods and small one - time items - 2018 : Non - cash adjustments for deferred rent purchase accounting - 2017 : Includes a Mafco inventory charge related to cost savings initiatives, remainder are non - cash adjusted for deferred rent purchase accounting, and small one - time items Brand introduction costs - Whole Earth sampling program at Starbucks Non - cash pension costs - Non - cash expense related to pension plan Long - term incentive plan (“LTIP”) - LTIP will be paid out in equity on a go - forward basis - Reflects non - cash compensation Restructuring adjustments - 2019 : Reflects negative overhead absorption, plant inefficiencies, and plant labor inefficiencies due to footprint optimization project at Mafco - 2018 : Negative overhead absorption and plant efficiency at Mafco due to cost savings initiatives - 2017 : Plant labor inefficiency at Mafco due to cost savings initiative 3 ▪ 4 ▪ 1 2 ▪ 5 ▪ 6 ▪ 7 ▪ 8 ▪ 8 1 2 3 4 5 6 7 Source: Company Materials 31

EX-99.2

Exhibit 99.2

 

 Whole Earth Brands Announces New $20 Million Stock Repurchase Plan

Chicago, Illinois – September 8, 2020 – Whole Earth Brands, Inc. (“Whole Earth Brands” or the “Company”) (Nasdaq: FREE) announced today that its board of directors has authorized a stock repurchase plan of up to $20 million of the Company’s outstanding common stock. The authorization represents approximately 7% of the Company’s current market capitalization.

“We have established this repurchase plan in response to the valuation disconnect that we see in shares of Whole Earth Brands following the business combination,” stated Irwin Simon, Executive Chairman of Whole Earth Brands. “Our management team remains focused on executing our organic growth initiatives while pursing strategic acquisitions that support our ‘free-from…’ vision. The business is in an advantageous position, with low leverage and significant liquidity, which presents us with an opportunity to generate shareholder value through a combination of strategic accretive acquisitions and share repurchases.”

The new stock repurchase plan is currently expected to have a term of up to 12 months. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with U.S. federal securities laws. The actual timing, number and value of shares repurchased under the plan will be determined by management and will depend on a number of factors, including the market price of the Company’s stock, general market and economic conditions, applicable legal requirements, compliance with the terms of Company’s outstanding indebtedness, alternate uses for capital and other factors. The Company had approximately 35.4 million shares of common stock outstanding as of June 30, 2020¹.

There is no guarantee as to the number of shares that will be repurchased, and the repurchase plan may be extended, suspended or discontinued at any time without prior notice at the Company’s discretion.

¹Excludes 3.0 million shares issued to the Act II’s sponsor that will be held in escrow. For more details on the escrow terms please refer to the definitive proxy statement/prospectus of Act II filed with the SEC.

About Whole Earth Brands, Inc.

Whole Earth Brands is a global platform of branded products and ingredients focused on the consumer transition towards healthier lifestyles, such as free from sugar, natural solutions, plant-based and clean label. Whole Earth Brands, Inc. is one of the world’s leading manufacturers of zero/low sugar and calorie sweeteners as well as reduced sugar products with brands including Whole Earth^®, Pure Via^®, Equal^®, and Canderel^®. The Company’s branded product line Magnasweet^® offers versatile masking agents, sweetness intensifiers and extenders and flavor enhancers. The Company has a vision to expand its branded portfolio globally through investment opportunities in additional categories, with better for you clean label alternatives in the quest to “Open a World of Goodness^®” to consumers and their families. For more information, please visit www.WholeEarthBrands.com.

Forward-Looking Statements 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include, among others, statements by Mr. Simon and statements regarding the Company’s expectations for the repurchase of its common stock, including the aggregate amount, timing and manner of such repurchases, and statements of plans, objectives and expectations of the Company or its management or board of directors. These statements are based on management’s current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements in this press release due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the Company’s businesses. More detailed information about these factors is contained in the documents the Company has filed with or furnished to the Securities and Exchange Commission, including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020.

Statements in this press release speak only as of the date they were made, and the Company undertakes no duty to update or release any revisions to any forward-looking statement made in this press release or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in the Company’s expectations, except as required by law.

Contacts:

Investor Relations Contacts:
Whole Earth Brands
312-840-5001
investor@wholeearthbrands.com

ICR
Jeff Sonnek
646-277-1263
jeff.sonnek@icrinc.com

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