Sovos Brands, Inc.: M&A transaction — Sovos Brands acquired by Campbell Soup; shareholders receive $23/share in cash

As of the Effective Time, the Amended and Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be as set forth in the form attached hereto as Exhibit 3.1.

As of the Effective Time, the Amended and Restated Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2.

In accordance with the Amended and Restated Bylaws of the Company, as of the Effective Time, our fiscal year end has been changed from the last Saturday in December to the Sunday nearest to July 31.

the completion on March 12, 2024 of the transactions contemplated by the previously announced Agreement and Plan of Merger

Item 1.02. Termination of a Material Definitive Agreement. In connection with the consummation of the Merger (defined below), on March 12, 2024, the Company repaid in full all outstanding amounts under the First Lien Credit Agreement, dated as of June 8, 2021, as amended by that certain Amendment No. 1, dated June 28, 2023, by and among Sovos Brands Intermediate, Inc., Sovos Brands Holdings, Inc., the financial institutions party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and all financing-related documents (the “ Credit Agreement ”), and terminated the Credit Agreement and all commitments by the lenders to extend further credit thereunder.

er Agreement ”), by and among Sovos Brands, Inc. (the “ Company ”), Campbell Soup Company (“ Campbell ”) and Premium Products Merger Sub, Inc., a wholly-owned subsidiary of Campbell (“ Merger Sub ”).