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): February 3, 2021

TURNING POINT BRANDS, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-37763
20-0709285
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
5201 Interchange Way
Louisville, KY
 
40229
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (502) 778-4421

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

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

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
TPB
New York Stock Exchange

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

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

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

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

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

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

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 1.01.
Entry into a Material Definitive Agreement.

Purchase Agreement

On February 3, 2020, Turning Point Brands, Inc., a Delaware corporation (“TPB” or the “Company”), and certain subsidiaries of the Company (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Barclays Capital Inc., as the representative (the “Representative”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $250,000,000 aggregate principal amount of  its 5.625% Senior Secured Notes due 2026 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Company estimates that the net proceeds from this offering will be approximately $245,000,000 after deducting the Initial Purchasers’ discounts and commissions and its estimated offering expenses.

The Company intends to use the net proceeds from the issuance and sale of the Notes (i) to repay all obligations under and terminate the Company’s Amended and Restated First Lien Credit Agreement dated as of March 7, 2018, as amended (the “2018 Credit Facility”), (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes. The amounts drawn under the 2018 Credit Facility bear a variable interest rate, and as of September 30, 2020, the interest rate was 2.91%. The 2018 Credit Facility matures on March 7, 2023.

The Purchase Agreement contains customary representations, warranties and covenants by the Company and the Guarantors together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.

This 8-K does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these Notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 8.01.
Other Events.

On February 3, 2021, the Company issued a press release with respect to the pricing of its offer and sale of the Notes. A copy of this press release is filed as Exhibit 99.1 to this report and incorporated by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits:

99.1
Pres release of the Company dated February 3, 2021 announcing the pricing of its private offering.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES

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

 
TURNING POINT BRANDS, INC.
     
Date: February 5, 2021
By:
/s/ Brittani Cushman
 
Name:
Brittani Cushman
 
Title:
Senior Vice President, General Counsel and Secretary