--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-033282" form_type: "8-K" ticker: null cik: "0001856608" company_name: "Sovos Brands, Inc." filed_at: "2024-03-12T23:59:59+00:00" generated_at: "2026-06-04T23:25:00.755704+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Sovos Brands acquired by Campbell Soup; shareholders receive $23/share in cash ## Summary - Acquisition by Campbell Soup completed; each share of SOVO converted into $23 cash. - Stock trading halted on Nasdaq; delisting and deregistration to follow. - All outstanding directors and officers (including CEO Lachman) replaced by Campbell appointees. - Credit agreement repaid in full and terminated. - Company's fiscal year end changed to Sunday nearest July 31. ## SEC filing metadata - accession: 0001104659-24-033282 - form_type: 8-K - cik: 0001856608 - company_name: Sovos Brands, Inc. - filed_at: 2024-03-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/0001104659-24-033282-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/tm248409d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-033282 - JSON: https://secwatch.observer/filing/0001104659-24-033282.json - Plain text: https://secwatch.observer/filing/0001104659-24-033282.txt ## Key facts - Governance Changes Sovos Brands, Inc.: Amended and restated certificate of incorporation as of the Effective Time. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/0001104659-24-033282-index.htm - Governance Changes Sovos Brands, Inc.: Amended and restated bylaws as of the Effective Time. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/0001104659-24-033282-index.htm - Governance Changes Sovos Brands, Inc.: Changed fiscal year end from last Saturday in December to Sunday nearest July 31. - Change: fiscal year change source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/0001104659-24-033282-index.htm - M&A Transactions Sovos Brands, Inc. underwent a change of control involving Campbell Soup Company (closed 2024-03-12). - Action: change of control - Counterparty: Campbell Soup Company - Closing: 2024-03-12 source text: the completion on March 12, 2024 of the transactions contemplated by the previously announced Agreement and Plan of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/0001104659-24-033282-index.htm - Material Agreements Sovos Brands, Inc. terminated Credit Agreement with the financial institutions party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (effective 2024-03-12). - Action: termination - Agreement: credit facility - Counterparty: the financial institutions party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent - Effective: 2024-03-12 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/0001104659-24-033282-index.htm - Material Agreements Sovos Brands, Inc. entered into Merger Agreement with Campbell Soup Company and Premium Products Merger Sub, Inc. (effective 2024-03-12). - Action: entry - Agreement: merger - Counterparty: Campbell Soup Company and Premium Products Merger Sub, Inc. - Effective: 2024-03-12 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1856608/000110465924033282/0001104659-24-033282-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.