Subsequent Events |
3 Months Ended |
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Mar. 30, 2026 | |
| Subsequent Event [Line Items] | |
| Subsequent Events | Subsequent Events IPO and Organizational Transactions On May 8, 2026, the Corporation consummated its initial public offering (“IPO”) in which 8,888,889 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), were offered at a public offering price of $21.00 per share. The IPO resulted in gross proceeds of $186.7 million, and net proceeds of $173.6 million, after deducting the underwriting discounts of $13.1 million, and before deducting offering expenses payable by the Corporation. In connection with the consummation of the IPO, the Corporation amended and restated the existing limited partnership agreement (the “LP Agreement”) of Suja Life Holdings, L.P. (“Holdings LP”) to, among other things, (i) recapitalize all existing ownership interests in Holdings LP held by the existing owners of Holdings LP into a single class of common units (“LP Units”); and (ii) appoint the Corporation as the sole general partner of Holdings LP. On May 7, 2026, the Corporation amended and restated its certificate of incorporation to, among other things, provide: (i) for Class A Common Stock, with each share of its Class A Common Stock entitling its holder to one vote per share on all matters presented to stockholders generally and with economic rights; and (ii) for Class V common stock, par value $0.0001 per share (“Class V Common Stock”), with each share of Class V Common Stock entitling its holder to one vote per share on all matters presented to stockholders generally with no economic rights. Any shares of Class V Common Stock may only be held by the continuing equity owners of Holdings LP and their respective permitted transferees. In addition, the Corporation acquired, directly or indirectly, through a series of transactions which may have included one or more contributions, mergers, or otherwise, LP Units owned by various entities, and in exchange therefor the owners of the LP Units received, directly or indirectly, newly issued shares of Class A Common Stock. The proceeds from the IPO were used to purchase 8,888,889 newly issued LP Units at a purchase price per LP Unit equal to the initial offering price per share of Class A Common Stock in the IPO, less the underwriting discounts. In turn, Holdings LP applied the proceeds it received and $1.4 million of cash on hand, (i) to repay $142.6 million of outstanding borrowings under the first lien credit agreement, dated August 23, 2021, (ii) to pay $17.5 million in cash payments to certain employees in connection with the settlement of time-based vesting incentive units, in partial satisfaction of certain transaction bonus agreements and in connection with celebratory cash awards in respect of the consummation of the IPO, and (iii) to pay $14.9 million of expenses incurred in connection with the IPO and the related organizational transactions. $9.8 million of expenses incurred in connection with the IPO will be recorded as a reduction to additional paid-in-capital. Immediately following the IPO, the holders of Class A Common Stock collectively own 100% of the economic interests in the Corporation and hold 61.6% of the voting power of the Corporation. The existing owners of LP Units in Holdings LP, through ownership of Class V Common Stock, hold the remaining 38.4% of the voting power of the Corporation. Upon completion of the IPO, the Corporation has 23,788,700 shares of Class A Common Stock outstanding. In accordance with the exchange agreement entered into in connection with the organizational transactions, the holders of LP Units may exchange their LP Units, together with an equal number of shares of Class V Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at the Corporation’s election, for cash from a substantially concurrent public offering or private sale of shares of Class A Common Stock (based on the price of Class A Common Stock in such public offering or private sale). Any shares of Class V Common Stock so delivered will be cancelled. Consolidation Subsequent to the IPO, the Corporation is the sole general partner of Holdings LP and it exclusively operates and controls all of Holdings LP’s business and affairs and consolidates the financial results of Holdings LP. Holdings LP is considered the predecessor of the Corporation for accounting purposes. As the existing owners control both the Corporation and Holdings LP, before and after the IPO, the reorganization will be accounted for as a reorganization of entities under common control. Following the IPO, the condensed consolidated financial statements of the Corporation will recognize the assets and liabilities received in the reorganization at its historical carrying amounts, reflected in the historical condensed consolidated financial statements of Holdings LP. The LP Units owned by LP unitholders will be considered noncontrolling interests in the condensed consolidated financial statements of the Corporation. In the absence of assurance that settlement in shares is solely within the control of the issuer, classification of the noncontrolling interest outside of permanent equity will be required in accordance with ASC 480. Tax Receivable Agreement In connection with the consummation of the IPO, the Corporation and Holdings LP entered into a Tax Receivable Agreement (the “TRA”) with the continuing equity owners and blocker shareholders (collectively, the “TRA Participants”), which requires payment from the Corporation to the TRA Participants of 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income taxes that the Corporation actually realizes or is deemed to realize in some circumstances (as computed using certain assumptions) as a result of certain tax attributes and benefits covered by the TRA. Impact of the IPO on Employee Incentive Plans and Related Operating Results In connection with the consummation of the IPO, the Corporation will incur additional compensation related costs associated with modifications to outstanding incentive units and the issuance of (i) new performance-based restricted stock, (ii) performance-based restricted stock units and (iii) time-based restricted stock units under the Suja Life, Inc. 2026 Omnibus Incentive Plan (“2026 Omnibus Plan”) to certain employees and directors. In connection with the consummation of the IPO, all unvested performance-based incentive units held by employees were converted into 735,393 performance-based restricted stock units with respect to shares of Class A Common Stock that will vest based on the achievement of performance or market based conditions. The performance condition and market awards will be treated as separate awards in accordance with ASC 718. The performance condition was determined not to be probable as of the date of the IPO and will not be included in expense until determined to be probable. The market condition was valued using a Monte Carlo simulation to simulate the distribution of the Corporation stock price over the requisite two year vesting period, resulting in a 66.4% discount to the IPO price of $21.00 per share. The grant date fair value of $13.95 per share will result in a total anticipated cost of $10.3 million to be recognized over the requisite service period. Additionally, all vested and unvested time-based incentive units held by employees were settled in cash. The cash settlement was treated as a modification to a liability classified award, which will result in a cash payment of approximately $15.3 million. 2026 Omnibus Incentive Plan On May 8, 2026, and in connection with the IPO, the Corporation adopted the 2026 Omnibus Plan. The 2026 Omnibus Plan is administered by the Corporation’s Compensation and Nominating Committee of the board of directors. The Corporation’s board of directors has the authority to amend and modify the 2026 Omnibus Plan, subject to any stockholder approval. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the 2026 Omnibus Plan, a number of shares of Class A Common Stock equal to 4,291,668 (the “Share Reserve”) are reserved for issuance pursuant to awards under the 2026 Omnibus Plan. The Share Reserve will be increased annually on January 1 of each fiscal year beginning in 2027 and ending and including January 1, 2036, by the lesser of (i) 4% of the aggregate number of shares of Class A Common Stock and Class V Common Stock outstanding on December 31 of the immediately preceding calendar year and (ii) the number of shares of Class A Common Stock as is determined by the Corporation’s board of directors. The following awards were granted in connection with the IPO: (i) 83,811 restricted stock unit awards (“RSUs”) with respect to shares of Class A Common Stock to certain executives and employees and non-employees directors under the 2026 Omnibus Plan with an aggregate grant date fair value of $1.8 million. The RSU awards to executives and employees vest in in three substantially equal installments on each of the first, second and third anniversaries of the closing date of the IPO, subject generally to continued employment through the applicable vesting date. The RSU awards to non-employee directors vest on the earlier of the one-year anniversary of the closing date of the IPO and the day immediately preceding the Corporation’s 2027 annual shareholder meeting, subject generally to continued service through the applicable vesting date. The vesting of all RSU awards will accelerate and vest in full upon a change in control (as defined in the 2026 Omnibus Plan). (ii) 128,708 performance-based stock units with respect to shares of Class A Common Stock to certain employees and directors of Holdings LP in partial or full satisfaction of certain transaction bonus agreements. 104,898 of these units have the same vesting terms and conditions as the performance-based restricted stock units discussed above, and will be calculated using the same methodology. 23,810 of these units only have performance conditions. The performance condition and market condition will be treated as separate awards in accordance with ASC 718. The performance condition was determined not to be probable as of the date of the IPO and will not be included in expense until determined to be probable. The market condition was valued using a Monte Carlo simulation to simulate the distribution of the Corporation’s stock price over the requisite two year vesting period, resulting in a 66.4% discount to the IPO price of $21.00 per share. The grant date fair value of $13.95 per share will result in a total anticipated cost of $1.5 million to be recognized over the requisite service period.
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| Suja Life Holdings, L.P. | |
| Subsequent Event [Line Items] | |
| Subsequent Events | Subsequent Events IPO and Organizational Transactions On May 8, 2026, Suja Life, Inc. consummated its IPO in which 8,888,889 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), were offered at a price of $21.00. The IPO resulted in gross proceeds of $186.7 million, and net proceeds of $173.6 million, after deducting the underwriting discount of $13.1 million, and before deducting offering expenses payable by Suja Life, Inc. In connection with the consummation of the IPO, Suja Life, Inc. amended and restated the existing limited partnership agreement (the “LP Agreement”) of Suja Life Holdings, L.P. (“Holdings LP”) to, among other things, (i) recapitalize all existing ownership interests in Holdings LP held by the existing owners of Holdings LP into a single class of common units (“LP Units”); and (ii) appoint Suja Life, Inc. as the sole general partner of Holdings LP. On May 7, 2026, Suja Life, Inc. amended and restated its certificate of incorporation to, among other things, provide: (i) for Class A Common Stock, with each share of its Class A Common Stock entitling its holder to one vote per share on all matters presented to stockholders generally and with economic rights; and (ii) for Class V common stock, par value $0.0001 per share (“Class V Common Stock”), with each share of Class V Common Stock entitling its holder to one vote per share on all matters presented to stockholders generally with no economic rights. Any shares of Class V Common Stock may only be held by the continuing equity owners of Holdings LP and their respective permitted transferees. In addition, Suja Life, Inc. acquired, directly or indirectly, through a series of transactions which may have included one or more contributions, mergers, or otherwise, LP Units owned by various entities, and in exchange therefor the owners of the LP Units received, directly or indirectly, newly issued shares of Class A Common Stock. The proceeds from the IPO were used to purchase 8,888,889 newly issued LP Units at a purchase price per LP Unit equal to the initial offering price per share of Class A Common Stock in the IPO, less the underwriting discounts. In turn, Holdings LP applied the proceeds it received and $1.4 million of cash on hand, (i) to repay $142.6 million of outstanding borrowings under the Credit Agreement, (ii) to pay $17.5 million in cash payments to certain employees in connection with the settlement of time-based vesting incentive units, in partial satisfaction of certain transaction bonus agreements and in connection with celebratory cash awards in respect of the consummation of the IPO, and (iii) to pay $14.9 million of expenses incurred in connection with the IPO and the related organizational transactions. $9.8 million of expenses incurred in connection with the IPO will be recorded as a reduction to additional paid-in-capital. Immediately following the IPO, the holders of Class A Common Stock collectively own 100% of the economic interests in Suja Life, Inc. and hold 61.6% of the voting power of Suja Life, Inc. The existing owners of LP Units in Holdings LP, through ownership of Class V Common Stock, hold the remaining 38.4% of the voting power of Suja Life, Inc. Upon completion of the IPO, Suja Life, Inc. has 23,788,700 shares of Class A Common Stock outstanding. In accordance with the exchange agreement entered into in connection with the organizational transactions, the holders of LP Units may exchange their LP Units, together with an equal number of shares of Class V Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at Suja Life, Inc.’s election, for cash from a substantially concurrent public offering or private sale of shares of Class A Common Stock (based on the price of Class A Common Stock in such public offering or private sale). Any shares of Class V Common Stock so delivered will be cancelled. Consolidation Subsequent to the IPO, Suja Life, Inc. is the sole general partner of the Company and it exclusively operates and controls all of the Company’s business and affairs and consolidates the financial results of the Company. The Company is considered the predecessor of Suja Life, Inc. for accounting purposes. As the existing owners control both Suja Life, Inc. and the Company, before and after the IPO, the reorganization will be accounted for as a reorganization of entities under common control. Following the IPO, the condensed consolidated financial statements of Suja Life, Inc. will recognize the assets and liabilities received in the reorganization at its historical carrying amounts, reflected in the historical condensed consolidated financial statements of the Company. The LP Units owned by LP unitholders will be considered noncontrolling interests in the condensed consolidated financial statements of Suja Life, Inc. In the absence of assurance that settlement in shares is solely within the control of the issuer, classification of the noncontrolling interest outside of permanent equity is required in accordance with ASC 480. Tax Receivable Agreement In connection with the consummation of the IPO, Suja Life, Inc. and the Company entered into a Tax Receivable Agreement (the “TRA”) with the continuing equity owners and blocker shareholders (collectively, the “TRA Participants”), which requires payment from Suja Life, Inc. to the TRA Participants of 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income taxes that Suja Life, Inc. actually realizes or is deemed to realize in some circumstances (as computed using certain assumptions) as a result of certain tax attributes and benefits covered by the TRA. Fifth Amendment to the Credit Agreement On May 8, 2026, in connection with the IPO, certain indirect subsidiaries of the Company entered into a fifth amendment to the Credit Agreement, which amended the Credit Agreement to, among other things, facilitate the organizational transactions in connection with the IPO. Impact of the IPO on Employee Incentive Plans and Related Operating Results In connection with the consummation of the IPO, Suja Life, Inc. will incur additional compensation related costs associated with modifications to outstanding incentive units and the issuance of (i) new performance-based restricted stock, (ii) performance-based restricted stock units and (iii) time-based restricted stock units under the Suja Life, Inc. 2026 Omnibus Incentive Plan (“2026 Omnibus Plan”) to certain employees and directors. In connection with the consummation of the IPO, all unvested performance-based incentive units held by employees were converted into 735,393 performance-based restricted stock units with respect to shares of Class A Common Stock that will vest based on the achievement of performance or market based conditions. The performance condition and market awards will be treated as separate awards in accordance with ASC 718. The performance condition was determined not to be probable as of the date of the IPO and will not be included in expense until determined to be probable. The market condition was valued using a Monte Carlo simulation to simulate the distribution of the Suja Life, Inc. stock price over the requisite two year vesting period, resulting in a 66.4% discount to the IPO price of $21.00 per share. The grant date fair value of $13.95 per share will result in a total anticipated cost of $10.3 million to be recognized over the requisite service period. Additionally, all vested and unvested time-based incentive units held by employees were settled in cash. The cash settlement was treated as a modification to a liability classified award, which will result in a cash payment of $15.3 million. 2026 Omnibus Incentive Plan On May 8, 2026, and in connection with the IPO, Suja Life, Inc. adopted the 2026 Omnibus Plan. The 2026 Omnibus Plan is administered by the Compensation and Nominating Committee of the board of directors of Suja Life, Inc. Suja Life, Inc.’s board of directors has the authority to amend and modify the 2026 Omnibus Plan, subject to any stockholder approval. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the 2026 Omnibus Plan, a number of shares of Class A Common Stock equal to 4,291,668 (the “Share Reserve”) are reserved for issuance pursuant to awards under the 2026 Omnibus Plan. The Share Reserve will be increased annually on January 1 of each fiscal year beginning in 2027 and ending and including January 1, 2036, by the lesser of (i) 4% of the aggregate number of shares of Class A Common Stock and Class V Common Stock outstanding on December 31 of the immediately preceding calendar year and (ii) the number of shares of Class A Common Stock as is determined by Suja Life, Inc.’s board of directors. The following awards were granted in connection with the IPO: (i) 83,811 restricted stock unit awards (“RSUs”) with respect to shares of Class A Common Stock to certain executives and employees and non-employees directors under the 2026 Omnibus Plan with an aggregate grant date fair value of $1.8 million. The RSU awards to executives and employees vest in in three substantially equal installments on each of the first, second, and third anniversaries of the closing date of the IPO, subject generally to continued employment through the applicable vesting date. The RSU awards to non-employee directors vest on the earlier of the one-year anniversary of the closing date of the IPO and the day immediately preceding Suja Life, Inc.’s 2027 annual shareholder meeting, subject generally to continued service through the applicable vesting date. The vesting of all RSU awards will accelerate and vest in full upon a change in control (as defined in the 2026 Omnibus Plan). (ii) 128,708 performance-based stock units with respect to shares of Class A Common Stock to certain employees and directors of Holdings LP in partial or full satisfaction of certain transaction bonus agreements. 104,898 of these units have the same vesting terms and conditions as the performance-based restricted stock units discussed above, and will be calculated using the same methodology. 23,810 of these units only have performance conditions. The performance condition and market condition will be treated as separate awards in accordance with ASC 718. The performance condition was determined not to be probable as of the date of the IPO and will not be included in expense until determined to be probable. The market condition was valued using a Monte Carlo simulation to simulate the distribution of the Suja Life, Inc. stock price over the requisite two year vesting period, resulting in a 66.4% discount to the IPO price of $21.00 per share. The grant date fair value of $13.95 per share will result in a total anticipated cost of $1.5 million to be recognized over the requisite service period.
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