BETR / Better Home & Finance Holding Company - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BETR / Amplify Snack Brands, Inc. FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37530 Amplify Snack Brands, Inc. (Exact name of registrant as sp

BETR / Amplify Snack Brands, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on February 7, 2018 Registration No. 333-205274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amplify Snack Brands, Inc. (Exact name of Registrant as specified in its charter) Del

BETR / Amplify Snack Brands, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

Post-Effective Amendment No. 1 to Form S-3 As filed with the Securities and Exchange Commission on February 7, 2018 Registration No. 333-214604 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amplify Snack Brands, Inc. (Exact name of registrant as specified in its charter) Del

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 12, 2018, pursuant to the provisions of Rule 12d2-2 (a).

Hershey Completes Tender Offer for All Outstanding Shares of Amplify Snack Brands, Inc.

EX-99.1 Exhibit 99.1 FINANCIAL CONTACT: MEDIA CONTACT: Mark Pogharian Leigh Horner 717-534-7556 717-508-1247 Hershey Completes Tender Offer for All Outstanding Shares of Amplify Snack Brands, Inc. HERSHEY, Pa., and AUSTIN, Tx., January 31, 2018 ? The Hershey Company (NYSE: HSY) (?Hershey?) today announced the successful completion of the previously announced tender offer by Alphabet Merger Sub Inc

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 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): January 31, 2018 AMPLIFY SNACK BRANDS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation

Amended and Restated Certificate of Incorporation of Amplify Snack Brands, Inc.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMPLIFY SNACK BRANDS, INC. FIRST: The name of the Corporation is Amplify Snack Brands, Inc. (hereinafter the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at that address i

Amended and Restated Bylaws of Amplify Snack Brands, Inc.

EX-3.2 Exhibit 3.2 BY-LAWS OF AMPLIFY SNACK BRANDS, INC. A Delaware Corporation Effective January 31, 2018 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 2 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 3 Section 6. Quorum 3 Se

BETR / Amplify Snack Brands, Inc. AMENDMENT NO. 6 TO SCHEDULE 14D-9

Amendment No. 6 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 6 Amplify Snack Brands, Inc. (Name of Subject Company) Amplify Snack Brands, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 p

HSY / Hershey Company (The) SCHEDULE TO (AMENDMENT NO. 6)

Schedule TO (Amendment No. 6) As filed with the Securities and Exchange Commission on January 31, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) Amplify Snack Brands, Inc. (Name of Subject Company (Issuer)) Alphabet Merger Sub Inc. A wholly ow

Press Release of Parent, dated January 31, 2018, announcing the expiration and results of the Offer

EX-99.(a)(5)(E) Exhibit (a)(5)(E) FINANCIAL CONTACT: MEDIA CONTACT: Mark Pogharian Leigh Horner 717-534-7556 717-508-1247 Hershey Completes Tender Offer for All Outstanding Shares of Amplify Snack Brands, Inc. HERSHEY, Pa. and AUSTIN, Texas, Jan. 31, 2018 — The Hershey Company (NYSE: HSY) (“Hershey”) today announced the successful completion of the previously announced tender offer by Alphabet Mer

BETR / Amplify Snack Brands, Inc. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No.

HSY / Hershey Company (The) SCHEDULE TO (AMENDMENT NO. 5)

Schedule TO (Amendment No. 5) As filed with the Securities and Exchange Commission on January 19, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Amplify Snack Brands, Inc. (Name of Subject Company (Issuer)) Alphabet Merger Sub Inc. A wholly ow

BETR / Amplify Snack Brands, Inc. CORRESP

Correspondence January 19, 2018 Via E-mail United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BETR / Amplify Snack Brands, Inc. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No.

HSY / Hershey Company (The) SCHEDULE TO (AMENDMENT NO. 4)

Schedule TO (Amendment No. 4) As filed with the Securities and Exchange Commission on January 12, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Amplify Snack Brands, Inc. (Name of Subject Company (Issuer)) Alphabet Merger Sub Inc. A wholly ow

BETR / Amplify Snack Brands, Inc. SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No.

HSY / Hershey Company (The) SCHEDULE TO (AMENDMENT NO. 3)

Schedule TO (Amendment No. 3) As filed with the Securities and Exchange Commission on January 10, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Amplify Snack Brands, Inc. (Name of Subject Company (Issuer)) Alphabet Merger Sub Inc. A wholly ow

BETR / Amplify Snack Brands, Inc. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No.

HSY / Hershey Company (The) SCHEDULE TO (AMENDMENT NO. 2)

As filed with the Securities and Exchange Commission on January 8, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BETR / Amplify Snack Brands, Inc. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No.

HSY / Hershey Company (The) SCHEDULE TO (AMENDMENT NO. 1)

Schedule TO (Amendment No. 1) As filed with the Securities and Exchange Commission on January 3, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Amplify Snack Brands, Inc. (Name of Subject Company (Issuer)) Alphabet Merger Sub Inc. (Offeror) A

Confidentiality Agreement, dated as of January 23, 2017, between the Company and The Hershey Company (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by the Company with the Securities and Exchange Commission on January 2, 2018)*

EX-99.E.3 Exhibit (e) (3) January 23, 2017 The Hershey Company 100 Crystal A Drive Hershey, PA 17033 Ladies and Gentlemen: In connection with your consideration of a possible negotiated business combination transaction between Amplify Snack Brands, Inc. (the ?Company?) and you (the ?Possible Transaction?), you have requested information concerning the Company that is confidential and proprietary.

EMPLOYMENT AGREEMENT

EX-99.E.8 Exhibit (e) (8) EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into by and between Craig Shiesley (the ?Executive?) and Amplify Snack Brands, Inc. (the ?Company?; the Executive and the Company are collectively referred to as the ?Parties?). This Agreement shall be effective on the date it is fully executed by both Parties (the ?Effective Date?). 1. Employment

BETR / Amplify Snack Brands, Inc. SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EMPLOYMENT AGREEMENT

EX-99.E.7 Exhibit (e) (7) EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into by and between Gregory S. Christenson (the ?Executive?) and Amplify Snack Brands, Inc. (the ?Company?; the Executive and the Company are collectively referred to as the ?Parties?). This Agreement shall be effective on the date it is fully executed by both Parties (the ?Effective Date?). 1. Em

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Letter to Brokers and Dealers with respect to Offer to Purchase All Outstanding Shares of Common Stock of Amplify Snack Brands, Inc. at $12.00 Per Share of Common Stock, Net in Cash, Pursuant to the Offer to Purchase dated January 2, 2018 by Alphabet Merger Sub Inc. a wholly owned subsidiary of The Hershey Company THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:

Form of Notice of Guaranteed Delivery

EX-99.(a)(1)(C) Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of Amplify Snack Brands, Inc. at $12.00 Per Share of Common Stock, Net in Cash, Pursuant to the Offer to Purchase dated January 2, 2018 by Alphabet Merger Sub Inc. a wholly owned subsidiary of The Hershey Company THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

BETR / Amplify Snack Brands, Inc. / Hershey Co - SC TO-T

SC TO-T As filed with the Securities and Exchange Commission on January 2, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Letter of Transmittal

EX-99.(a)(1)(B) Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal to Tender Shares of Common Stock of Amplify Snack Brands, Inc. at $12.00 Net Per Share in Cash Pursuant to the Offer to Purchase dated January 2, 2018 by Alphabet Merger Sub Inc., a wholly owned subsidiary of The Hershey Company. The undersigned represents that I (we) have full

Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form

EX-99.(a)(1)(F) Exhibit (a)(1)(F) Form W-9 (Rev. November 2017) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification u Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific Instructions on page 3. 1 Name (as shown on your income tax return). Na

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

EX-99.(a)(1)(E) Exhibit (a)(1)(E) Letter to Clients with respect to Offer to Purchase All Outstanding Shares of Common Stock of Amplify Snack Brands, Inc. at $12.00 Per Share of Common Stock, Net in Cash, Pursuant to the Offer to Purchase dated January 2, 2018 by Alphabet Merger Sub Inc. a wholly owned subsidiary of The Hershey Company THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

Offer to Purchase, dated January 2, 2018

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of Amplify Snack Brands, Inc. at $12.00 Per Share of Common Stock, Net in Cash by Alphabet Merger Sub Inc., a wholly owned subsidiary of The Hershey Company THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF JANUARY 30, 2018, UNLESS THE OFFER IS

Summary Advertisement, published January 2, 2018 in The Wall Street Journal

EX-99.(a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase, dated January 2, 2018, and the related Letter of Transmittal, and any amendments or supplements to such Offer to Purchase or Letter of Transmittal. Purchaser is not aware

BETR / Amplify Snack Brands, Inc. / Hershey Co - SC 13D Activist Investment

SC 13D 1 d515093dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Amplify Snack Brands, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 03211L102 (CUSIP Number) Leslie M. Turner Senior

JOINT FILING AGREEMENT

EX-99.3 Exhibit 3 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitu

FORM OF SUPPORT AGREEMENT

EX-99.2 Exhibit 2 FORM OF SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of December 17, 2017, by and among The Hershey Company, a Delaware corporation (“Parent”), Alphabet Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent (“Acquisition Sub”), and (“Stockholder”). WHEREAS, Stockholder is, as of the date hereof, the reco

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

BETR / Amplify Snack Brands, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO.1) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Amplify Snack Brands, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secu

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

Conference call transcript dated December 18, 2017

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BETR - Hershey Co Agreement To Acquire Amplify Snack Brands, Inc Call EVENT DATE/TIME: DECEMBER 18, 2017 / 1:30PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2017 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is pro

Letter sent to Hershey employees on December 18, 2017

EX-99.1 Exhibit 99.1 Dear Colleagues: This morning, I am thrilled to announce Hershey?s planned acquisition of Amplify Snack Brands, which includes brands such as Skinny Pop, Paqui, and Oatmega. Amplify is a high growth snack food company based in Austin, Texas, focused on developing and marketing brands that appeal to consumers? growing preference for better-for-you snacks. It is the 2nd largest

HSY / Hershey Company (The) SC TO-C

SC TO-C As filed with the Securities and Exchange Commission on December 18, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BETR / Amplify Snack Brands, Inc. SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amplify Snack Brands, Inc. (Name of Subject Company) Amplify Snack Brands, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 03211L102 (CUSIP

Amplify Team:

EX-99.1 Exhibit 99.1 Amplify Team: This morning, I am excited to announce Hershey’s planned acquisition of Amplify Snack Brands. Hershey is the second largest snacks company in the U.S. with iconic brands, a growing portfolio across the broader snack wheel, and an international presence in over 70 countries. Hershey has approximately $7.4B Net Sales in 2016 and approximately 18,000 employees aroun

BETR / Amplify Snack Brands, Inc. SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amplify Snack Brands, Inc. (Name of Subject Company) Amplify Snack Brands, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 03211L102 (CUSIP

Agreement and Plan of Merger, dated as of December 17, 2017, among The Hershey Company, Alphabet Merger Sub Inc. and Amplify Snack Brands, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2017).

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: THE HERSHEY COMPANY, ALPHABET MERGER SUB INC. AND AMPLIFY SNACK BRANDS, INC. Dated as of December 17, 2017 The Agreement and Plan of Merger (the ?Agreement?) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the

FORM OF SUPPORT AGREEMENT

EX-99.1 3 d508084dex991.htm EX-99.1 Exhibit 99.1 FORM OF SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of December 17, 2017, by and among The Hershey Company, a Delaware corporation (“Parent”), Alphabet Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent (“Acquisition Sub”), and (“Stockholder”). WHEREAS, Stockholder is,

1

EX-99.2 Exhibit 99.2 FINANCIAL CONTACT: MEDIA CONTACT: Mark Pogharian Leigh Horner 717-534-7556 717-508-1247 HERSHEY ENTERS INTO AGREEMENT TO ACQUIRE AMPLIFY SNACK BRANDS, INC. ? Strengthens Hershey?s position in the snacking aisle and broadens its portfolio of innovative savory snacking brands ? Expected to drive significant shareholder value through growth and margin expansion as well as identif

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 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): December 17, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-37530 47-1254894 (State or other jurisdiction of incorporatio

Agreement and Plan of Merger, dated as of December 17, 2017, among The Hershey Company, Alphabet Merger Sub Inc. and Amplify Snack Brands, Inc.**

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: THE HERSHEY COMPANY, ALPHABET MERGER SUB INC. AND AMPLIFY SNACK BRANDS, INC. Dated as of December 17, 2017 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE 2 THE OFFER 14 Section 2.1 Tender Offer 14 Section 2.2 Actions of Parent and Acquisition Sub 16 Section 2.3 Actions of the Company 17 ARTICLE 3 THE ME

Joint Press Release issued on December 18, 2017 by Amplify Snack Brands, Inc. and Hershey**

EX-99.1 Exhibit 99.1 FINANCIAL CONTACT: MEDIA CONTACT: Mark Pogharian Leigh Horner 717-534-7556 717-508-1247 HERSHEY ENTERS INTO AGREEMENT TO ACQUIRE AMPLIFY SNACK BRANDS, INC. ? Strengthens Hershey?s position in the snacking aisle and broadens its portfolio of innovative savory snacking brands ? Expected to drive significant shareholder value through growth and margin expansion as well as identif

Investor Presentation, dated December 18, 2017**

EX-99.2 Acquisition of Amplify Snack Brands, Inc. December 18, 2017 1 Exhibit 99.2 FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements. Many of these forward-looking statements can be identified by the use of words such as “intend,” “believe,” “expect,” “anticipate,” “should,” “planned,” “projected,” “estimated,” and “potential,” among others. These statements are made

HSY / Hershey Company (The) 8-K

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): December 17, 2017 The Hershey Company (Exact name of registrant as specified in its charter) Delaware 001-183 23-0691590 (State or other jurisdiction of incorporation) (Commission

BETR / Amplify Snack Brands, Inc. 10-Q FOR THE 13 WEEKS ENDED SEPTEMBER 30, 2017 (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Amplify Snack Brands, Inc. Reports Third Quarter 2017 Financial Results Net Sales of $95 million for Third Quarter, a 40% Increase Over Prior Year Third Quarter Organic Net Sales Growth of Over 9% Company Revises Full Year Fiscal 2017 Outlook

EX-99.1 2 d490799dex991.htm EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports Third Quarter 2017 Financial Results Net Sales of $95 million for Third Quarter, a 40% Increase Over Prior Year Third Quarter Organic Net Sales Growth of Over 9% Company Revises Full Year Fiscal 2017 Outlook Austin, Texas – November 7, 2017 – Amplify Snack Brands, Inc. (“Amplify” or the “Company”) (NYSE:BETR), a le

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): November 7, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission

Amplify Snack Brands, Inc. Grants Employment Inducement Award

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Grants Employment Inducement Award Austin, Texas?September 20, 2017?Amplify Snack Brands, Inc. (?Amplify? or the ?Company?) (NYSE: BETR), a leading marketer and manufacturer of branded better-for-you snack food products, today announced that pursuant to Section 303A.08 of the New York Stock Exchange Listed Company Manual, it has granted an employment

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

Form 8-K 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 20, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commissio

Form of Non-Qualified Stock Option Agreement Non-Plan Inducement Award

EX-10.1 Exhibit 10.1 AMPLIFY SNACK BRANDS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN INDUCEMENT AWARD Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date: Amplify Snack Brands, Inc. (the ?Company?) hereby grants to the Optionee named above an option (the ?Stock Option?) to purchase on or prior to the Expiration Date specified above all or p

EX-24.1

LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Thomas C.

EX-24.1

LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Thomas C.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K 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 12, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commissio

Amplify Snack Brands, Inc. Appoints Two New Executives to Support Strategic Growth Initiatives Consumer Packaged Goods Industry Veterans with Successful Track Records of Growth Greg Christenson Appointed as Executive Vice President and Chief Financia

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Appoints Two New Executives to Support Strategic Growth Initiatives Consumer Packaged Goods Industry Veterans with Successful Track Records of Growth Greg Christenson Appointed as Executive Vice President and Chief Financial Officer Craig Shiesley Appointed as Chief Operating Officer and President, North America Austin, Texas – September 12, 2017 – A

EX-24.1

LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Thomas C.

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

TRANSACTIONS DURING PAST 60 DAYS

EX-1 2 v474068ex1.htm EXHIBIT 1 EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the purchase of shares on the New York Stock Exchange. The prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the

BETR / Amplify Snack Brands, Inc. / Discovery Group I, LLC - SCHEDULE 13D Activist Investment

SC 13D 1 v474068sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Amplify Snack Brands, Inc. (Name of Issuer) Common Stock, par value $0.

JOINT FILING AGREEMENT

EX-2 3 v474068ex2.htm EXHIBIT 2 EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached. Dated: August 25, 2017 DISCOVERY EQUITY PARTNERS, L.P. By Michael R. Murphy* Michael R. Murphy Manager DISCOVERY GROUP I, LLC By Michael R. Murphy * Michael R. Murphy Manager *By: /s/ Mark Buckley Mark Buckley Attorney-in-Fact fo

BETR / Amplify Snack Brands, Inc. 10-Q FOR THE 13 WEEKS ENDED JULY 1, 2017 (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Amplify Snack Brands, Inc. Reports Second Quarter 2017 Financial Results Net Sales of $101.0 Million in Second Quarter Company Revises Full Year Fiscal 2017 Outlook Announces Ben Clarke to Join Board of Directors

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports Second Quarter 2017 Financial Results Net Sales of $101.0 Million in Second Quarter Company Revises Full Year Fiscal 2017 Outlook Announces Ben Clarke to Join Board of Directors Austin, Texas ? August 8, 2017 ? Amplify Snack Brands, Inc. (?Amplify? or the ?Company?) (NYSE:BETR), a leading marketer and manufacturer of branded better-for-you sn

Amplify Snack Brands, Inc. Non-Employee Director Compensation Policy

EX-10.2 Exhibit 10.2 Amplify Snack Brands, Inc. Non-Employee Director Compensation Policy The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Amplify Snack Brands, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): August 7, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

8-K 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): May 11, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Amplify Snack Brands 10-Q FOR THE 13 WEEKS ENDED APRIL 1, 2017 (Quarterly Report)

10-Q 1 betr-04012017x10q.htm 10-Q FOR THE 13 WEEKS ENDED APRIL 1, 2017 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fo

Amplify Snack Brands, Inc. Reports First Quarter 2017 Financial Results First Quarter Net Sales of $87.2 Million Company Reiterates Full Year Fiscal 2017 Revenue and Adjusted EBITDA Outlook Announces International Leadership Transition

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports First Quarter 2017 Financial Results First Quarter Net Sales of $87.2 Million Company Reiterates Full Year Fiscal 2017 Revenue and Adjusted EBITDA Outlook Announces International Leadership Transition Austin, Texas ? May 9, 2017 ? Amplify Snack Brands, Inc. (?Amplify? or the ?Company?) (NYSE:BETR), a leading marketer and manufacturer of brand

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): May 3, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amplify Snack Brands DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

Amplify Snack Brands DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amplify Snack Brands 10-K (Annual Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Subsidiaries of Amplify Snack Brands, Inc. Name of Subsidiary Jurisdiction of Incorporation Aroma Snacks GmbH & Co KG Germany Aroma Verwaltungs - GmbH Germany Boundless Nutrition, LLC Texas Crisps Bidco Limited United Kingdom Crisps Midco 1 Limited U

Exhibit 21.1 Subsidiaries of Amplify Snack Brands, Inc. Name of Subsidiary Jurisdiction of Incorporation Aroma Snacks GmbH & Co KG Germany Aroma Verwaltungs - GmbH Germany Boundless Nutrition, LLC Texas Crisps Bidco Limited United Kingdom Crisps Midco 1 Limited United Kingdom Crisps Midco 2 Limited United Kingdom Crisps Topco Limited United Kingdom Glennans Limited United Kingdom Paqui, LLC Texas

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): March 8, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File Num

Amplify Snack Brands, Inc. Reports Fourth Quarter and Full Year 2016 Financial Results Fourth Quarter Net Sales of $88.6 Million Company Provides Full Year Fiscal 2017 Outlook

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports Fourth Quarter and Full Year 2016 Financial Results Fourth Quarter Net Sales of $88.6 Million Company Provides Full Year Fiscal 2017 Outlook Austin, Texas ? March 8, 2017 ? Amplify Snack Brands, Inc. (?Amplify? or the ?Company?) (NYSE:BETR), a leading marketer and manufacturer of branded better-for-you snack food products, today reported fina

BETR / Amplify Snack Brands, Inc. / TA XI, L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Amplify Snack Brands, Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 03211L102 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

Amplify Snack Brands, Inc. Strengthens Executive Leadership Team to Further Support Growth Initiatives Appoints Consumer Packaged Foods Sales and Marketing Industry Veteran, Mike DeGrace, Senior Vice President of Sales North America Brian Goldberg, C

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Strengthens Executive Leadership Team to Further Support Growth Initiatives Appoints Consumer Packaged Foods Sales and Marketing Industry Veteran, Mike DeGrace, Senior Vice President of Sales North America Brian Goldberg, Chief Financial Officer, to Transition into the Newly Created Role of Chief Strategy Officer, Executive Vice President of Corporat

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 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): January 3, 2017 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File N

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 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): December 15, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File

Amplify Snack Brands ESP

Acceleration Request Amplify Snack Brands, Inc. 500 West 5th Street, Suite 1350 Austin, Texas 78701 VIA EDGAR AND FACSIMILE November 28, 2016 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: H. Roger Schwall, Assistant Director Kevin M. Dougherty Re: Amplify Snack Brands, Inc. Acceleration Request for Registration S

Financial Statements and Exhibits

8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission

Independent Auditors’ Report

EX-99.2 3 d243368dex992.htm EX-99.2 Exhibit 99.2 Independent Auditors’ Report The Board of Directors Crisps Topco Limited: We have audited the accompanying consolidated financial statements of Crisps Topco Limited and its subsidiaries, which comprise the consolidated balance sheets as of 1 April 2016 and 27 March 2015, and the related consolidated statements of profit and loss and other comprehens

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On September 2, 2016, Amplify Snack Brands, Inc. (the ?Company? or ?Amplify?) completed its previously announced acquisition of Crisps Topco Limited (?Tyrrells?), a company incorporated under the laws of England and Wales, which owns the Tyrrells international portfolio of premium snack brands, through Thunderball Bi

Amplify Snack Brands 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): November 14, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File

Amplify Snack Brands, Inc. Reports Third Quarter 2016 Financial Results Third Quarter Net Sales Increased 48% Year-Over-Year to $68.0 Million Closing of Tyrrells Acquisition Diversifies Brand Portfolio and Geographic Presence, Adds Talented Internati

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports Third Quarter 2016 Financial Results Third Quarter Net Sales Increased 48% Year-Over-Year to $68.0 Million Closing of Tyrrells Acquisition Diversifies Brand Portfolio and Geographic Presence, Adds Talented International Team and In-house Manufacturing Capabilities Austin, Texas – November 14, 2016 – Amplify Snack Brands, Inc. (“Amplify” or th

As filed with the Securities and Exchange Commission on November 14, 2016.

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 14, 2016.

AMPLIFY SNACK BRANDS, INC. AS TRUSTEE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions

EX-4.5 Exhibit 4.5 AMPLIFY SNACK BRANDS, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 9 Section 1.3 Form of Documents Delivered to Trustee 10 Section 1.4 Acts of Holders; Record Dates 10 Section 1.5 Notic

AMPLIFY SNACK BRANDS, INC AS TRUSTEE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 8 Secti

EX-4.3 Exhibit 4.3 AMPLIFY SNACK BRANDS, INC TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 8 Section 1.3 Form of Documents Delivered to Trustee 8 Section 1.4 Acts of Holders; Record Dates 9 Section 1.5 Notices, etc.,

Amplify Snack Brands FORM 8-K (Current Report/Significant Event)

Form 8-K 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): October 6, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission F

EX-24

LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Thomas C.

AMPLIFY SNACK BRANDS, INC. 2015 STOCK OPTION AND INCENTIVE PLAN

EX-10.1 Exhibit 10.1 AMPLIFY SNACK BRANDS, INC. 2015 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Amplify Snack Brands, Inc. 2015 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Amplify Snack Brands, Inc. (the “Compan

SCHEDULE 1 CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIVE

Exhibit 10.3 Tyrrells Potato Chips Limited Tyrrells Court, Stretford Bridge Leominster, Herefordshire HR6 9DQ Telephone: 01568 720244 Fax: 01568 720455 24 June 2010 Dear David I am writing to set out the terms of your employment with Tyrrells Potato Chips Limited (the ?Company?), from the Effective Date. You will find a list of defined terms used in this Agreement and provisions dealing with its i

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 2nd day of September, 2016, by and among Amplify Snack Brands, Inc. a Delaware corporation (the “Company”), each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “TA Member”, and each of the stockholders l

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 2, 2016 AMPLIFY SNACK BRANDS, INC. (E

Form 8-K 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 2, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission

Amplify Snack Brands Completes Strategic Acquisition of Tyrrells and its International Portfolio of Premium Snack Brands

Exhibit 99.1 Amplify Snack Brands Completes Strategic Acquisition of Tyrrells and its International Portfolio of Premium Snack Brands Austin, Texas ? September 2, 2016 ? Amplify Snack Brands, Inc. (?Amplify? or the ?Company?) (NYSE:BETR) announced that effective today it has completed the acquisition of Crisps Topco Limited and Subsidiaries (?Tyrrells?). Tyrrells is now a wholly-owned subsidiary o

CREDIT AGREEMENT dated as of September 2, 2016 AMPLIFY SNACK BRANDS, INC., as Borrower, THE LENDERS PARTY HERETO JEFFERIES FINANCE LLC, as Administrative Agent JEFFERIES FINANCE LLC CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN SACHS BANK USA, as Joint

EX-10.2 Exhibit 10.2 EXECUTION VERSION CREDIT AGREEMENT dated as of September 2, 2016 among AMPLIFY SNACK BRANDS, INC., as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent JEFFERIES FINANCE LLC CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS BANK USA, as Joint Lead Arrangers and Bookrunners and CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS BANK USA,

Amplify Snack Brands 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Dated 6 August 2016 CRISPS HOLDINGS LIMITED - and - THE MANAGEMENT SELLERS - and - THE PURCHASER - and - THE PURCHASER’S GUARANTOR SHARE PURCHASE AGREEMENT relating to the sale and purchase of CRISPS TOPCO LIMITED Table of Contents Page 1. DEFINITION

EX-2.1 Exhibit 2.1 Dated 6 August 2016 CRISPS HOLDINGS LIMITED - and - THE MANAGEMENT SELLERS - and - THE PURCHASER - and - THE PURCHASER?S GUARANTOR SHARE PURCHASE AGREEMENT relating to the sale and purchase of CRISPS TOPCO LIMITED Table of Contents Page 1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE 15 3. CONSIDERATION AND ROLLOVER 15 4. CONDITION PRECEDENT 16 5. PRE-COMPLETION UNDERTA

Amplify Snack Brands Enters into Definitive Agreement to Acquire Tyrrells’ International Portfolio of Better-For-You, Premium Snack Brands Diversifies and Expands Branded Product Offerings to Create an International Better-For-You Snacking Company wi

EX-99.2 Exhibit 99.2 Amplify Snack Brands Enters into Definitive Agreement to Acquire Tyrrells? International Portfolio of Better-For-You, Premium Snack Brands Diversifies and Expands Branded Product Offerings to Create an International Better-For-You Snacking Company with Approximately $317 Million in Pro Forma LTM Net Sales Leverages Amplify?s and Tyrrells? Market Leading Brands to Significantly

Amplify Snack Brands, Inc. Reports Second Quarter 2016 Financial Results Second Quarter Net Sales Increased 26.4% Year-Over-Year to $59.9 Million Second Quarter GAAP Net Income of $8.8 million and Adjusted EBITDA of $21.7 Million Enters Into Definiti

EX-99.1 4 d210153dex991.htm EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports Second Quarter 2016 Financial Results Second Quarter Net Sales Increased 26.4% Year-Over-Year to $59.9 Million Second Quarter GAAP Net Income of $8.8 million and Adjusted EBITDA of $21.7 Million Enters Into Definitive Agreement to Acquire Tyrrells’ International Portfolio of Better-For-You Premium Snack Brands Aust

Disclaimer This presentation and the accompanying oral presentation is solely for informational purposes and is intended to facilitate discussions with representatives of certain institutions regarding a potential debt financing of Amplify Snack Bran

EX-99.3 6 d210153dex993.htm EX-99.3 Lender Presentation August 2016 Exhibit 99.3 Disclaimer This presentation and the accompanying oral presentation is solely for informational purposes and is intended to facilitate discussions with representatives of certain institutions regarding a potential debt financing of Amplify Snack Brands, Inc. (“Amplify” or “the Company”). Neither this presentation nor

Dated 6 August 2016 THE WARRANTORS - and - THE PURCHASER WARRANTY DEED RELATING TO THE SALE AND PURCHASE OF CRISPS TOPCO LIMITED TABLE OF CONTENTS CLAUSE PAGE 1. INTERPRETATION 1 2. WARRANTIES 8 3. WARRANTORS’ REPRESENTATIVE 9 4. PRESERVATION OF INFO

EX-2.2 Exhibit 2.2 Dated 6 August 2016 THE WARRANTORS - and - THE PURCHASER WARRANTY DEED RELATING TO THE SALE AND PURCHASE OF CRISPS TOPCO LIMITED TABLE OF CONTENTS CLAUSE PAGE 1. INTERPRETATION 1 2. WARRANTIES 8 3. WARRANTORS’ REPRESENTATIVE 9 4. PRESERVATION OF INFORMATION 10 5. PROTECTIVE COVENANTS 10 6. GENERAL 11 7. W&I INSURANCE 12 8. ENTIRE AGREEMENT 13 9. ASSIGNMENT 14 10. NOTICES 14 11.

Amplify Snack Brands 8-K (Current Report/Significant Event)

8-K 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): August 6, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): June 30, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File Num

FIFTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 d207955dex101.htm EX-10.1 Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of June 30, 2016, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the “Borrower”), AMPLIFY SNACK BRANDS, INC. (formerly known as TA HOLDINGS 1, INC.), a Delaware corporati

10,000,000 Shares Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-211173 10,000,000 Shares Common Stock The selling stockholders identified in this prospectus, which include certain of our directors, are offering 10,000,000 shares of common stock. We are not selling any shares of common stock under this prospectus and we will not receive any proceeds from the sale of shares to be offer

Amplify Snack Brands ESP

CORRESP VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Amplify Snack Brands ESP

CORRESP Amplify Snack Brands 500 West 5th Street, Suite 1350 Austin, Texas 78701 VIA EDGAR May 17, 2016 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Loan Lauren P.

AMPLIFY SNACK BRANDS, INC. List of Subsidiaries

EX-21.1 Exhibit 21.1 AMPLIFY SNACK BRANDS, INC. List of Subsidiaries SkinnyPop Popcorn LLC Paqui LLC Boundless Nutrition, LLC

Amplify Snack Brands, Inc. [●] shares Common Stock, Par Value $0.0001 Per Share Underwriting Agreement

EX-1.1 Exhibit 1.1 Amplify Snack Brands, Inc. [?] shares Common Stock, Par Value $0.0001 Per Share Underwriting Agreement May [?], 2016 Goldman, Sachs & Co. 200 West Street New York, New York 10282 Jefferies LLC 520 Madison Avenue New York, New York 10022 As representatives of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: The stockholders named in Schedule II hereto (t

Amplify Snack Brands FORM S-1/ AMENDMENT NO. 1

Form S-1/ Amendment No. 1 Table of Contents As filed with the Securities and Exchange Commission on May 16, 2016. Registration No. 333-211173 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amplify Snack Brands, Inc. (Exact name of Registrant as specified in its charter) Delaware 2000 47-125

Submission of Matters to a Vote of Security Holders

Form 8-K 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): May 12, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File

Amplify Snack Brands FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on May 5, 2016.

Amplify Snack Brands 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Amplify Snack Brands 8-K (Current Report/Significant Event)

8-K 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): May 2, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amplify Snack Brands, Inc. Reports First Quarter 2016 Financial Results First Quarter Net Sales Increased 22.7% Year-Over-Year to $54.3 Million First Quarter Adjusted EBITDA of $19.6 Million Company Raises Full Year Fiscal 2016 Outlook Completes Stra

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports First Quarter 2016 Financial Results First Quarter Net Sales Increased 22.7% Year-Over-Year to $54.3 Million First Quarter Adjusted EBITDA of $19.6 Million Company Raises Full Year Fiscal 2016 Outlook Completes Strategic Accretive Acquisition of Boundless Nutrition Austin, Texas ? May 2, 2016 ? Amplify Snack Brands, Inc. (?Amplify? or the ?Co

Amplify Snack Brands DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

Amplify Snack Brands DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amplify Snack Brands 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Subsidiaries of Amplify Snack Brands, Inc. Name of Subsidiary State of Incorporation SkinnyPop Popcorn, LLC (1) Delaware Paqui, LLC (2) Texas

Exhibit 21.1 Subsidiaries of Amplify Snack Brands, Inc. Name of Subsidiary State of Incorporation SkinnyPop Popcorn, LLC (1) Delaware Paqui, LLC (2) Texas (1) Amplify Snack Brands, Inc. owns 100% of the outstanding voting equity securities. (2) Subsidiary of SkinnyPop Popcorn, LLC, which owns 100% of the outstanding voting equity securities.

Amplify Snack Brands, Inc. Reports Fourth Quarter and Full Year Fiscal 2015 Financial Results Fourth Quarter Net Sales Increased 40.3% Year-Over-Year to $46.4 Million Fourth Quarter Adjusted EBITDA Increased 40.3% to $18.7 Million Company Provides Fu

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports Fourth Quarter and Full Year Fiscal 2015 Financial Results Fourth Quarter Net Sales Increased 40.3% Year-Over-Year to $46.4 Million Fourth Quarter Adjusted EBITDA Increased 40.3% to $18.7 Million Company Provides Full Year Fiscal 2016 Outlook Austin, Texas ? March 8, 2016 ? Amplify Snack Brands, Inc. (?Amplify? or the ?Company?) (NYSE:BETR) t

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): March 8, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission File Num

BETR / Amplify Snack Brands, Inc. / TA XI, L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Amplify Snack Brands, Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 03211L102 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

Amplify Snack Brands FORM 8-K (Current Report/Significant Event)

Form 8-K 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): January 12, 2016 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37530 Amplify Snack Brands, Inc.

Amplify Snack Brands, Inc. Reports Third Quarter Fiscal 2015 Financial Results Third Quarter Net Sales Increase 20.4% Year-Over-Year to $45.9 Million Company Reports Third Quarter Adjusted EBITDA of $18.1 Million Provides Full Year Fiscal 2015 Outloo

EX-99.1 Exhibit 99.1 Amplify Snack Brands, Inc. Reports Third Quarter Fiscal 2015 Financial Results Third Quarter Net Sales Increase 20.4% Year-Over-Year to $45.9 Million Company Reports Third Quarter Adjusted EBITDA of $18.1 Million Provides Full Year Fiscal 2015 Outlook Austin, Texas ? November 5, 2015 ? Amplify Snack Brands, Inc. (?Amplify? or the ?Company?) (NYSE:BETR) today reported financial

Amplify Snack Brands FORM 8-K (Current Report/Significant Event)

Form 8-K 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): November 5, 2015 AMPLIFY SNACK BRANDS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37530 47-1254894 (State or Other Jurisdiction of Incorporation) (Commission

15,000,000 Shares Common Stock

Final Prospectus Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

Amplify Snack Brands FORM S-8

Form S-8 As filed with the U.S. Securities and Exchange Commission on August 4, 2015 Registration No. 333- 205274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amplify Snack Brands, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 47-1254894 (State or Other Jurisdiction of Incorporation o

Amplify Snack Brands FORM 8-A

Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Amplify Snack Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 47-1254894 (State of incorporation or organization) (I.R.S. Employer Identification No.) 500 West

Amplify Snack Brands ESP

Underwriter Acceleration Request VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Amplify Snack Brands ESP

Company Acceleration Request Amplify Snack Brands 500 West 5th Street, Suite 1350 Austin, Texas 78701 VIA EDGAR July 31, 2015 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Loan Lauren P.

As filed with the Securities and Exchange Commission on July 30, 2015.

Amendment No.3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 30, 2015. Registration No. 333-205274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amplify Snack Brands, Inc. (Exact name of Registrant as specified in its charter) Delaware 2000 47-1

As filed with the Securities and Exchange Commission on July 24, 2015.

Amendment No.2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 24, 2015. Registration No. 333-205274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amplify Snack Brands, Inc. (Exact name of Registrant as specified in its charter) Delaware 2000 47-1

Amplify Snack Brands ESP

CORRESP Bradley Weber 650.752.3226 bweber@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 July 24, 2015 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Ethan Horowitz Re: Amplify Snack Brands, Inc. Corres

July 24, 2015

SEC Response Letter Bradley Weber 650.752.3226 bweber@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 July 24, 2015 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren P. Nguyen Re: Amplify Snack

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AMPLIFY SNACK BRANDS, INC.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMPLIFY SNACK BRANDS, INC. Amplify Snack Brands, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Amplify Snack Brands, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of St

Amplify Snack Brands ESP

SEC Letter Bradley Weber 650.752.3226 [email protected] Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 July 17, 2015 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren P. Nguyen Re: Amplify Snack Brands, In

Amplify Snack Brands, Inc. Non-Employee Director Compensation Policy

EX-10.24 13 d893087dex1024.htm EX-10.24 Exhibit 10.24 Amplify Snack Brands, Inc. Non-Employee Director Compensation Policy The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Amplify Snack Brands, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber dir

REGISTRATION RIGHTS AGREEMENT

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made as of the day of , 2015, by and among Amplify Snack Brands, Inc. a Delaware corporation (the ?Company?), each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as a ?TA Member?, and each of the stockholders listed on Schedule B hereto, each of whom

AMPLIFY SNACK BRANDS, INC. 2015 STOCK OPTION AND INCENTIVE PLAN

Exhibit 10.2 AMPLIFY SNACK BRANDS, INC. 2015 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Amplify Snack Brands, Inc. 2015 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Amplify Snack Brands, Inc. (the ?Company?) and

Amplify Snack Brands ESP

SEC Response Letter Bradley Weber 650.752.3226 bweber@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 July 16, 2015 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren P. Nguyen Re: Amplify Snack

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF AMPLIFY SNACK BRANDS, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF AMPLIFY SNACK BRANDS, INC. Amplify Snack Brands, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY: 1. The date on which the Certificate of Incorporation of the Company was originally filed with the Secretary of State of t

Amplify Snack Brands ESP

Correspondence Bradley C. Weber 650.752.3226 [email protected] Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive Menlo Park, CA 94025-1105 T: 650.752.3100 F: 650.853.1038 CONFIDENTIAL TREATMENT REQUESTED BY AMPLIFY SNACK BRANDS, INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQU

BY-LAWS TA HOLDINGS 1, INC. (the “Corporation”) Article I - Stockholders

Exhibit 3.3 BY-LAWS of TA HOLDINGS 1, INC. (the ?Corporation?) Article I - Stockholders 1. Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said m

SKINNYPOP TAX RECEIVABLE AGREEMENT AMPLIFY SNACK BRANDS, INC. THE STOCKHOLDERS IDENTIFIED HEREIN [INSERT STOCKHOLDERS REPRESENTATIVE] Dated as of [ ],2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II DETERMINAT

Exhibit 10.18 SKINNYPOP TAX RECEIVABLE AGREEMENT among AMPLIFY SNACK BRANDS, INC. THE STOCKHOLDERS IDENTIFIED HEREIN and [INSERT STOCKHOLDERS REPRESENTATIVE] Dated as of [ ],2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT 7 Section 2.01 Basis Adjustment 7 Section 2.02 Realized Tax Benefit and Realized Tax Detriment 7 S

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRE

EX-4.1 6 d893087dex41.htm EX-4.1 Exhibit 4.1 NUMBER AS Amplify SNACK BRANDS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES CUSIP 03211L 10 2 SEE REVERSE FOR CERTAIN DEFINITIONS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK PAR VALUE $0.0001 PAR VALUE PER SHARE, OF Amplify Snack Brands, Inc. transferable on the books of the corporation

Form of Employment Agreement with Registrant’s executive officers

Exhibit 10.25 FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is between Amplify Snack Brands, Inc., a Delaware corporation (the ?Company?), and (the ?Executive?) and is made effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the ?

FOURTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.23 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT (this ?Fourth Amendment?), dated as of [ ], 2015, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the ?Borrower?), AMPLIFY SNACK BRANDS, INC. (formerly known as TA HOLDINGS 1, INC.), a Delaware corporation (?Holdings?), the Lenders party h

As filed with the Securities and Exchange Commission on July 16, 2015.

Amendment No.1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 16, 2015. Registration No. 333-205274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amplify Snack Brands, Inc. (Exact name of Registrant as specified in its charter) Delaware 2000 47-1

Amplify Snack Brands, Inc. [●] shares Common Stock, Par Value $0.0001 Per Share Underwriting Agreement

Exhibit 1.1 Amplify Snack Brands, Inc. [?] shares Common Stock, Par Value $0.0001 Per Share Underwriting Agreement [?], 2015 Goldman, Sachs & Co. 200 West Street New York, New York 10282 Jefferies LLC 520 Madison Avenue New York, New York 10022 As representatives of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: The stockholders named in Schedule II hereto (the ?Selling

Form of Indemnification Agreement

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between Amplify Snack Brands, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to provide o

AMENDED AND RESTATED AMPLIFY SNACK BRANDS, INC. (the “Corporation”) ARTICLE I

EX-3.4 5 d893087dex34.htm EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF AMPLIFY SNACK BRANDS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders of the Corporation (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by

STOCKHOLDERS AGREEMENT

Exhibit 4.3 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this ?Agreement?), dated as of [ ], is entered into by and among Amplify Snack Brands, Inc., a Delaware corporation (the ?Company?) and each of the TA Stockholders (as defined below). WITNESSETH: WHEREAS, the Company is currently contemplating an initial public offering (the ?IPO?) of shares of its common stock, par value $0.0001 per

EMPLOYMENT AGREEMENT

EX-10.5 4 d893087dex105.htm EX-10.5 EXHIBIT 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into this 17th day of July, 2014 by and between Jason Shiver (the “Executive”) and TA Topco 1, LLC (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective upon the closing of the transa

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.11 Execution Vertion SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Second Amendment?), dated as of December 23, 2014, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the ?Borrower?), TA HOLDINGS 1, INC., a Delaware corporation (?Holdings?), the Lenders party hereto, and JEFFERIES FINANCE LLC, as th

THIRD AMENDMENT TO CREDIT AGREEMENT

EX-10.22 20 d893087dex1022.htm EX-10.22 Exhibit 10.22 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of May 29, 2015, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the “Borrower”), AMPLIFY SNACK BRANDS, INC. (formerly known as TA HOLDINGS 1, INC.), a Delaware corpo

Amplify Snack Brands ESP

SEC Response Letter Bradley Weber 650.752.3226 bweber@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 June 26, 2015 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren P. Nguyen Re: Amplify Snack

[Signature page follows]

EX-10.19 17 d893087dex1019.htm EX-10.19 Exhibit 10.19 September 23, 2014 Dawn Hudson Dear Dawn: On behalf of TA Topco 1, LLC (the “Company”), the parent Company of SkinnyPop Popcorn LLC, I am pleased to offer you a position as a member of the Board of Managers of the Company (the “Board”). Your appointment to the Board is subject to the approval of the Board and is scheduled to begin on October 1,

CONTRACT REGARDING SALE OF GOODS No. 14-12-23

EX-10.15 14 d893087dex1015.htm EX-10.15 Exhibit 10.15 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] - INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,

CONTRACT REGARDING SALE OF GOODS No. 14-3-31

Exhibit 10.14 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] - INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PREFERRED POPCORN 1132 9th

CONTRACT REGARDING SALE OF GOODS No. 15-1-27

Exhibit 10.17 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] ? INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PREFERRED POPCORN 1132 9th

CREDIT AGREEMENT dated as of July 17, 2014 TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO JEFFERIES FINANCE LLC, as Administrative A

Exhibit 10.9 CREDIT AGREEMENT dated as of July 17, 2014 among TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent JEFFERIES FINANCE LLC and BNP PARIBAS SECURITIES CORP., as Joint Lead Arrangers and Bookrunners and BNP PARIBAS SECURITIES

************************ OFFICE LEASE 500 West 5th Street Austin, Texas TA Holdings 1, Inc. d/b/a Skinny Pop International Bank of Commerce, Laredo, Texas Suite 1350, IBC Bank Plaza With an Effective Date of February 26, 2015 EXECUTION VERSION TABLE

EXHIBIT 10.8 ************************ OFFICE LEASE 500 West 5th Street Austin, Texas ************************ Between TA Holdings 1, Inc. d/b/a Skinny Pop (Tenant) and International Bank of Commerce, Laredo, Texas (Landlord) Suite 1350, IBC Bank Plaza With an Effective Date of February 26, 2015 EXECUTION VERSION TABLE OF CONTENTS Page KEY TERMS SCHEDULE 6 1. Project 6 2. Leased Premises 6 3. Comme

[Signature page follows]

EX-10.21 19 d893087dex1021.htm EX-10.21 Exhibit 10.21 May 7, 2015 Chris Elshaw Dear Chris: On behalf of TA Topco 1, LLC (the “Company”), the parent company of SkinnyPop Popcorn LLC, we are prepared to offer you a position as a member of the Board of Managers of the Company (the “Board”). Your appointment to the Board is subject to (i) the approval of the Board and (ii) a satisfactory review of you

COLLATERAL AGREEMENT dated as of July 17, 2014, by and among TA MIDCO 1, LLC, (to be renamed SkinnyPop Popcorn LLC immediately following the Acquisition), TA HOLDINGS 1, INC., as Holdings, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME JEFFERIES F

EX-10.12 11 d893087dex1012.htm EX-10.12 Exhibit 10.12 EXECUTION VERSION COLLATERAL AGREEMENT dated as of July 17, 2014, by and among TA MIDCO 1, LLC, (to be renamed SkinnyPop Popcorn LLC immediately following the Acquisition), TA HOLDINGS 1, INC., as Holdings, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and JEFFERIES FINANCE, LLC, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFI

EMPLOYMENT AGREEMENT

EX-10.3 2 d893087dex103.htm EX-10.3 EXHIBIT 10.3 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into this 17th day of July, 2014 by and between Thomas C. Ennis (the “Executive”) and TA Topco 1, LLC (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective upon the closing of the tra

EMPLOYMENT AGREEMENT

EX-10.6 5 d893087dex106.htm EX-10.6 EXHIBIT 10.6 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into this 17th day of July, 2014 by and between Pamela L. Netzky (the “Executive”) and TA Midco 1, LLC, a Delaware limited liability company (the “Company” or the “Purchaser”; the Executive and the Company are collectively referred to as the “Parties”). Thi

EMPLOYMENT AGREEMENT

EXHIBIT 10.7 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into this 17th day of July, 2014 by and between Andrew S. Friedman (the ?Executive?) and TA Midco 1, LLC, a Delaware limited liability company (the ?Company? or the ?Purchaser?; the Executive and the Company are collectively referred to as the ?Parties?). This Agreement shall be effective upo

CONTRACT REGARDING SALE OF GOODS No. 15-1-23

EX-10.16 15 d893087dex1016.htm EX-10.16 Exhibit 10.16 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] – INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.10 9 d893087dex1010.htm EX-10.10 Exhibit 10.10 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 18, 2014, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the “Borrower”), TA HOLDINGS 1, INC., a Delaware corporation (“Holdings”), and JEFFERIES FINANCE LL

[Signature page follows]

EX-10.20 18 d893087dex1020.htm EX-10.20 Exhibit 10.20 March 13, 2015 John K. Haley Dear Jack: On behalf of TA Topco 1, LLC (the “Company”), the parent company of SkinnyPop Popcorn LLC, we are prepared to offer you a position as a member of the Board of Managers of the Company (the “Board”). Your appointment to the Board is subject to (i) the approval of the Board and (ii) a satisfactory review of

As filed with the Securities and Exchange Commission on June 26, 2015.

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on June 26, 2015.

MANUFACTURING AND SUPPLY AGREEMENT

EX-10.13 12 d893087dex1013.htm EX-10.13 Exhibit 10.13 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] – INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,

TA HOLDINGS 1, INC. to be renamed AMPLIFY SNACK BRANDS, INC. List of Subsidiaries

EX-21.1 21 d893087dex211.htm EX-21.1 Exhibit 21.1 TA HOLDINGS 1, INC. to be renamed AMPLIFY SNACK BRANDS, INC. List of Subsidiaries SkinnyPop Popcorn LLC Paqui LLC

EMPLOYMENT AGREEMENT

EX-10.4 3 d893087dex104.htm EX-10.4 EXHIBIT 10.4 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of the 2nd day of September, 2014 (the “Effective Date”) by and between Brian S. Goldberg (the “Executive”) and TA Topco 1, LLC (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). 1. Employment. (a) Term. Th

As submitted confidentially to the Securities and Exchange Commission on June 11, 2015. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

Amendment No.1 to DRS Table of Contents As submitted confidentially to the Securities and Exchange Commission on June 11, 2015. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGIS

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.22 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this ?Third Amendment?), dated as of May 29, 2015, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the ?Borrower?), AMPLIFY SNACK BRANDS, INC. (formerly known as TA HOLDINGS 1, INC.), a Delaware corporation (?Holdings?), the Lenders party h

[Signature page follows]

Exhibit 10.21 May 7, 2015 Chris Elshaw Dear Chris: On behalf of TA Topco 1, LLC (the ?Company?), the parent company of SkinnyPop Popcorn LLC, we are prepared to offer you a position as a member of the Board of Managers of the Company (the ?Board?). Your appointment to the Board is subject to (i) the approval of the Board and (ii) a satisfactory review of your Director & Officer Questionnaire attac

MANUFACTURING AND SUPPLY AGREEMENT

Exhibit 10.13 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] ? INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MANUFACTURING AND SUPPLY AG

CREDIT AGREEMENT dated as of July 17, 2014 TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO JEFFERIES FINANCE LLC, as Administrative A

Exhibit 10.9 CREDIT AGREEMENT dated as of July 17, 2014 among TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent JEFFERIES FINANCE LLC and BNP PARIBAS SECURITIES CORP., as Joint Lead Arrangers and Bookrunners and BNP PARIBAS SECURITIES

Amplify Snack Brands TR

DRSLTR for Amendment No. 1 Bradley Weber 650.752.3226 bweber@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 June 11, 2015 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren P. Nguyen Re: Amplify

EMPLOYMENT AGREEMENT

EX-10 3 filename3.htm EXHIBIT 10.4 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of the 2nd day of September, 2014 (the “Effective Date”) by and between Brian S. Goldberg (the “Executive”) and TA Topco 1, LLC (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). 1. Employment. (a) Term. The Company here

EMPLOYMENT AGREEMENT

EXHIBIT 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into this 17th day of July, 2014 by and between Jason Shiver (the ?Executive?) and TA Topco 1, LLC (the ?Company?; the Executive and the Company are collectively referred to as the ?Parties?). This Agreement shall be effective upon the closing of the transactions contemplated by the Purchase

CONTRACT REGARDING SALE OF GOODS No. 14-12-23

Exhibit 10.15 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] - INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PREFERRED POPCORN 1132 9th

CONTRACT REGARDING SALE OF GOODS No. 15-1-23

Exhibit 10.16 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] ? INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PREFERRED POPCORN 1132 9th

EMPLOYMENT AGREEMENT

EXHIBIT 10.7 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into this 17th day of July, 2014 by and between Andrew S. Friedman (the ?Executive?) and TA Midco 1, LLC, a Delaware limited liability company (the ?Company? or the ?Purchaser?; the Executive and the Company are collectively referred to as the ?Parties?). This Agreement shall be effective upo

TA HOLDINGS 1, INC. to be renamed AMPLIFY SNACK BRANDS, INC. List of Subsidiaries

Exhibit 21.1 TA HOLDINGS 1, INC. to be renamed AMPLIFY SNACK BRANDS, INC. List of Subsidiaries SkinnyPop Popcorn LLC Paqui LLC

COLLATERAL AGREEMENT dated as of July 17, 2014, by and among TA MIDCO 1, LLC, (to be renamed SkinnyPop Popcorn LLC immediately following the Acquisition), TA HOLDINGS 1, INC., as Holdings, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME JEFFERIES F

Exhibit 10.12 EXECUTION VERSION COLLATERAL AGREEMENT dated as of July 17, 2014, by and among TA MIDCO 1, LLC, (to be renamed SkinnyPop Popcorn LLC immediately following the Acquisition), TA HOLDINGS 1, INC., as Holdings, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and JEFFERIES FINANCE, LLC, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Defined Terms 1 Sec

EMPLOYMENT AGREEMENT

EXHIBIT 10.6 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into this 17th day of July, 2014 by and between Pamela L. Netzky (the ?Executive?) and TA Midco 1, LLC, a Delaware limited liability company (the ?Company? or the ?Purchaser?; the Executive and the Company are collectively referred to as the ?Parties?). This Agreement shall be effective upon

************************ OFFICE LEASE 500 West 5th Street Austin, Texas TA Holdings 1, Inc. d/b/a Skinny Pop International Bank of Commerce, Laredo, Texas Suite 1350, IBC Bank Plaza With an Effective Date of February 26, 2015 EXECUTION VERSION TABLE

EXHIBIT 10.8 ************************ OFFICE LEASE 500 West 5th Street Austin, Texas ************************ Between TA Holdings 1, Inc. d/b/a Skinny Pop (Tenant) and International Bank of Commerce, Laredo, Texas (Landlord) Suite 1350, IBC Bank Plaza With an Effective Date of February 26, 2015 EXECUTION VERSION TABLE OF CONTENTS Page KEY TERMS SCHEDULE 6 1. Project 6 2. Leased Premises 6 3. Comme

CONTRACT REGARDING SALE OF GOODS No. 14-3-31

Exhibit 10.14 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] - INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PREFERRED POPCORN 1132 9th

[Signature page follows]

Exhibit 10.20 March 13, 2015 John K. Haley Dear Jack: On behalf of TA Topco 1, LLC (the ?Company?), the parent company of SkinnyPop Popcorn LLC, we are prepared to offer you a position as a member of the Board of Managers of the Company (the ?Board?). Your appointment to the Board is subject to (i) the approval of the Board and (ii) a satisfactory review of your Director & Officer Questionnaire at

CREDIT AGREEMENT dated as of July 17, 2014 TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO JEFFERIES FINANCE LLC, as Administrative A

Exhibit 10.9 EXECUTION VERSION CREDIT AGREEMENT dated as of July 17, 2014 among TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent JEFFERIES FINANCE LLC and BNP PARIBAS SECURITIES CORP., as Joint Lead Arrangers and Bookrunners and BNP

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.10 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this ?First Amendment?), dated as of August 18, 2014, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the ?Borrower?), TA HOLDINGS 1, INC., a Delaware corporation (?Holdings?), and JEFFERIES FINANCE LLC, as the administrative agent for the

CONTRACT REGARDING SALE OF GOODS No. 15-1-27

Exhibit 10.17 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. [**] ? INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PREFERRED POPCORN 1132 9th

EMPLOYMENT AGREEMENT

EXHIBIT 10.3 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into this 17th day of July, 2014 by and between Thomas C. Ennis (the ?Executive?) and TA Topco 1, LLC (the ?Company?; the Executive and the Company are collectively referred to as the ?Parties?). This Agreement shall be effective upon the closing of the transactions contemplated by the Purcha

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.11 Execution Vertion SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Second Amendment?), dated as of December [?], 2014, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the ?Borrower?), TA HOLDINGS 1, INC., a Delaware corporation (?Holdings?), the Lenders party hereto, and JEFFERIES FINANCE LLC, as t

Confidential Submission Pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act and Section 24(b)(2) of the Securities Exchange Act of 1934

DRS Letter Bradley C. Weber 650.752.3226 [email protected] Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive Menlo Park, CA 94025-1105 T: 650.752.3100 F: 650.853.1038 April 29, 2015 CONFIDENTIAL SUBMISSION Draft Registration Statement U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Confidential Submission Pursuant to Title I, Section 106 under t

As submitted confidentially to the Securities and Exchange Commission on April 29, 2015. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

Initial DRS filing Table of Contents As submitted confidentially to the Securities and Exchange Commission on April 29, 2015.

[Signature page follows]

Exhibit 10.19 September 23, 2014 Dawn Hudson Dear Dawn: On behalf of TA Topco 1, LLC (the ?Company?), the parent Company of SkinnyPop Popcorn LLC, I am pleased to offer you a position as a member of the Board of Managers of the Company (the ?Board?). Your appointment to the Board is subject to the approval of the Board and is scheduled to begin on October 1, 2014. Subject to the approval of the Bo