Grocery Outlet Reports Material Agreement & Reg FD

TL;DR

**Grocery Outlet filed an 8-K on February 14, 2024, reporting a material agreement and Regulation FD disclosure, but specific details are not yet public.**

AI Summary

Grocery Outlet Holding Corp. filed an 8-K on February 15, 2024, reporting an earliest event date of February 14, 2024. The filing indicates the entry into a Material Definitive Agreement and a Regulation FD Disclosure, along with Financial Statements and Exhibits. However, the specific details of the agreement, including any dollar amounts or involved parties, are not provided in this excerpt.

Why It Matters

An 8-K reporting a material definitive agreement signals a significant corporate event that could impact the company's operations or strategic direction. Regulation FD disclosure ensures that material non-public information is disseminated broadly and fairly to all investors.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a Regulation FD disclosure, which are significant events, but without specific details, the exact impact and associated risks cannot be fully assessed.

Key Numbers

• February 14, 2024 — Earliest Event Date (Date of reported events)
• 001-38950 — Commission File Number (SEC filing identifier)
• 47-1874201 — IRS Employer Identification No. (Registrant's tax identifier)
• (510) 845-1999 — Business Phone (Registrant's contact number)

Key Players & Entities

• Grocery Outlet Holding Corp. (company) — registrant
• 07 Trade & Services (company) — organization name associated with filer

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share GO Nasdaq Global Select Marke
• $62 million — tal stock of Holdings for approximately $62 million in cash, subject to customary purchase

Filing Documents

• go-20240214.htm (8-K) — 36KB
• go2-15x24exhibit991.htm (EX-99.1) — 12KB
• go-20240214_g1.jpg (GRAPHIC) — 17KB
• goa.jpg (GRAPHIC) — 176KB
• 0001771515-24-000007.txt ( ) — 463KB
• go-20240214.xsd (EX-101.SCH) — 2KB
• go-20240214_lab.xml (EX-101.LAB) — 23KB
• go-20240214_pre.xml (EX-101.PRE) — 12KB
• go-20240214_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 14, 2024, Grocery Outlet Inc., a California corporation (the "Buyer"), a wholly owned subsidiary of Grocery Outlet Holding Corp. (the "Company" or "Grocery Outlet"), entered into a Stock Purchase Agreement (the "Purchase Agreement") with BBGO Acquisition, Inc., a Delaware corporation ("Holdings"), specified parties therein that beneficially own Holdings (the "Sellers"), and Southvest Fund VII, L.P., a Delaware limited partnership (the "Sellers' Representative", and together with the Sellers, the "Seller Parties" and, together with Holdings and the Buyer, the "Parties") to acquire all of the issued and outstanding capital stock of Holdings for approximately $62 million in cash, subject to customary purchase price adjustments (the "Transaction"). The Buyer expects to finance the Transaction with available cash. Holdings is the owner of all of the issued and outstanding capital stock of The Bargain Barn, Inc., a Tennessee corporation doing business as United Grocery Outlet ("United Grocery Outlet"). United Grocery Outlet operates 40 discount grocery stores across six states in the southeastern United States. The Purchase Agreement contains customary representations, warranties and covenants of each of the Seller Parties and the Buyer. The Parties have agreed to a representation and warranty insurance policy for the benefit of the Buyer regarding specified breaches of representations and warranties, subject to specified exclusions and deductibles. The obligations of the Parties to consummate the Transaction are subject to the satisfaction or waiver of customary closing conditions. The Transaction is expected to close early in the second quarter of fiscal 2024. The Purchase Agreement may be terminated at any time prior to closing by mutual written consent of the Parties, or by either Buyer or the Sellers (i) if the closing has not occurred on or prior to April 10, 2024, (ii) if the other party material

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On February 15, 2024, the Company issued a press release announcing the signing of the Purchase Agreement, a copy of which is attached to this report as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this report (including Exhibit 99.1 furnished herewith) 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release, dated February 15, 2024, entitled "Grocery Outlet Holding Corp. To Acquire United Grocery Outlet" 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report other than statements of historical fact are forward-looking statements, including statements regarding the Transaction, our business strategy and plans, market trends and our future operating results and financial position. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied by any forward-looking statements, including: including the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement the inability to complete the Transaction due to the failure to satisfy conditions to completion of the Transaction risks related to disruption of management's attention from the Company's ongoing business operations due to the Transaction the effect of the announcement of the Transaction on the relationships of the Company and United Grocery Outlet with their respective customers, suppliers, the Company's independent owners and other third parties; and other factors discussed in the Company's most recent Annual Report on Form 10-K and in other subsequent reports, including in "Risk Factors," which the Company files with the U.S. Securities and Exchange Commission. The Company's periodic filings are accessible on the SEC's website at www.sec.gov. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks emerge from time to time. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, and our expectations based on third-party information and projections are from sources that management believes to be reputable, the Company cannot guarantee future results, levels of activity, performance

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Grocery Outlet Holding Corp. Date: February 15, 2024 By: /s/ Luke D. Thompson Name: Luke D. Thompson Title: Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR