Who Owns Whole Earth Brands Company?

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Who is behind Whole Earth Brands?

Understanding a company's ownership is key to grasping its strategic direction and accountability. The February 2024 agreement for Whole Earth Brands to go private highlights how corporate control shifts and impacts a company's future. Whole Earth Brands is a global food company focused on healthier alternatives, offering products like plant-based sweeteners and zero-sugar options.

The company began as a SPAC in August 2018, later merging with subsidiaries specializing in sugar substitutes and natural licorice products. With annual revenues of $551 million as of December 31, 2023, and around 590 employees, Whole Earth Brands plays a notable role in the health and wellness food market. Its ownership structure has recently transitioned from public to private, a significant change from its initial public offering in April 2019.

The company's portfolio includes well-known brands, offering healthier choices for consumers. For instance, their range of sweeteners provides alternatives to traditional sugar, contributing to healthier lifestyles. A deeper dive into the company's market position can be found in a Whole Earth Brands Porter's Five Forces Analysis.

Whole Earth Brands' origins trace back to Act II Global Acquisition Corp., a Special Purpose Acquisition Company (SPAC) established in August 2018. This structure means it didn't have traditional founders but was designed to acquire an existing business. The company's IPO occurred in April 2019.

SPAC Formation Act II Global Acquisition Corp. was formed as a shell company in August 2018. Its purpose was to facilitate the acquisition of an existing business. IPO The company went public through an Initial Public Offering (IPO) in April 2019. This allowed for public investment in the SPAC. Key Leadership Irwin Simon, the founder of Hain Celestial, played a significant role in the formation and leadership of the SPAC. His expertise in the natural food industry was instrumental. Business Combination In June 2020, Act II Global Acquisition Corp. merged with Merisant Company and MAFCO Worldwide LLC. These entities were subsidiaries of MacAndrews & Forbes. Birth of Whole Earth Brands This merger marked the creation of Whole Earth Brands as it is known today. The combined entity began trading on Nasdaq. Public Trading Shares and warrants started trading on Nasdaq under the ticker symbols FREE and FREEW, respectively, from June 25, 2020. This made Whole Earth Brands a publicly traded company.

The transition to Whole Earth Brands occurred in June 2020, following the business combination with Merisant Company and MAFCO Worldwide LLC, which were part of Ron Perelman's MacAndrews & Forbes. This strategic merger effectively established the company's current structure, with its shares and warrants commencing trading on Nasdaq under the symbols FREE and FREEW, respectively, on June 25, 2020. This event signified the company's formal entry into the public market, making its ownership accessible to a broad range of institutional and individual investors, thereby shaping the Whole Earth Brands ownership landscape.

Early Ownership Structure

The initial ownership of Act II Global Acquisition Corp. was distributed among its sponsors and public shareholders following its IPO. This is a common characteristic of SPACs, where ownership is dispersed from the outset.

• Sponsors of the SPAC
• Public shareholders post-IPO
• Institutional investors
• Individual investors
• MacAndrews & Forbes (post-merger)
• Merisant Company (pre-merger)
• MAFCO Worldwide LLC (pre-merger)

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Whole Earth Brands' ownership structure saw a significant transformation in early 2024, moving from a publicly traded company to a privately held entity. This shift was driven by an acquisition that consolidated ownership under a single controlling party.

Prior to the acquisition, Whole Earth Brands was publicly traded on the NASDAQ, with its shares held by a diverse group of investors including institutional funds, mutual funds, index funds, and individual shareholders. The company's market capitalization was around $500 million in April 2021. However, stock price volatility created an opportunity for a takeover. Sir Martin Franklin, already the largest shareholder with approximately 21% of the company's stock, led the acquisition through Sababa Holdings FREE, LLC. The offer of $4.875 per share represented a 56% premium over the share price from June 23, 2023. This transaction, expected to close in Q2 2024, was finalized on August 5, 2024, marking the end of its public trading and establishing a new ownership structure under private control. This transition highlights a key moment in the Revenue Streams & Business Model of Whole Earth Brands, as the company's strategic direction now falls under a singular private entity.

Key Stakeholder in Whole Earth Brands Ownership

Sir Martin Franklin is the primary controlling figure behind Whole Earth Brands' current ownership. His involvement predates the acquisition, as he was the largest shareholder before the deal.

• Sir Martin Franklin controls the current Whole Earth Brands parent company.
• Sababa Holdings FREE, LLC, an affiliate of which is the current owner, is controlled by Sir Martin Franklin.
• Prior to the acquisition, Sir Martin Franklin held approximately 21% of Whole Earth Brands' shares.
• The acquisition was an all-cash transaction at $4.875 per share.

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Following its privatization, the ownership and control of Whole Earth Brands have shifted significantly. The company is now privately held, with its voting power concentrated under a single entity.

Before its privatization, Whole Earth Brands' board of directors was responsible for guiding the company's strategic decisions and ensuring good governance. This board typically comprised seven members, including key figures like Executive Chairman Irwin Simon and CEO Albert Manzone. The composition often included representatives from significant shareholders, company leadership, and independent directors to provide diverse oversight. A crucial aspect of the privatization process involved a special committee formed from disinterested board members. This committee played a vital role by unanimously recommending the takeover offer from Sababa Holdings FREE, LLC, thereby aiming to ensure the transaction's fairness to all shareholders. The voting structure for the privatization required a dual majority: the approval of a majority of the total voting power of outstanding common stock, and a supermajority of sixty-six and two-thirds percent (66 2/3%) of the stock held by unaffiliated stockholders. This ensured broad shareholder consensus beyond just the controlling interests. Currently, as a privately held entity under Sweet Oak Parent LLC, an affiliate of Sababa Holdings FREE, LLC, the voting power is consolidated under the control of Sir Martin Franklin, indicating a significant shift in Whole Earth Brands ownership.

Key Aspects of Voting Power

Understanding the voting power is essential for comprehending Whole Earth Brands ownership. The shift to private ownership concentrates control.

• Prior to privatization, each common stock share held one vote.
• Privatization required a majority vote of all outstanding shares.
• A 66 2/3% vote from unaffiliated stockholders was also necessary.
• Current voting power is concentrated under Sir Martin Franklin.
• This reflects the new Whole Earth Brands parent company structure.

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The ownership of Whole Earth Brands has recently undergone a significant transformation, moving from a publicly traded entity to a privately held company. This shift was finalized in August 2024, marking a new chapter for the company's strategic direction and operational flexibility.

The most notable recent development in Whole Earth Brands' ownership profile is its transition to a privately held company. In February 2024, an affiliate of Sababa Holdings FREE, LLC, which is controlled by Sir Martin Franklin, announced its agreement to acquire all outstanding shares of Whole Earth Brands not already owned. This offer was set at $4.875 per share, representing a substantial 56% premium over the company's share price on June 23, 2023, prior to the initial bid becoming public. Shareholders gave their approval for the merger on July 31, 2024, and the transaction was completed on August 5, 2024. Consequently, Whole Earth Brands is no longer listed on the NASDAQ Stock Market. This privatization is intended to enable Whole Earth Brands to pursue its business strategies with greater autonomy, free from the market volatility and pressures associated with public trading, as well as ongoing supply chain and inflation challenges. The debt financing for this acquisition was provided by Silver Point Finance LLC and Fortress Credit Corp. and their respective affiliates. This move aligns with a broader industry trend where companies, especially those facing valuation challenges, choose to go private to gain enhanced flexibility and concentrate on long-term growth away from public scrutiny. For Whole Earth Brands, this signifies a shift from a broad base of institutional and individual shareholders to a more concentrated ownership under Sir Martin Franklin's control, effectively defining who owns Whole Earth Brands moving forward.

Privatization Rationale

The decision to go private allows for strategic focus away from public market pressures. This aims to provide greater operational flexibility in navigating market challenges.

Financing and Acquisition Details

The acquisition was supported by debt financing from Silver Point Finance LLC and Fortress Credit Corp. The offer price of $4.875 per share reflected a significant premium, indicating strong investor interest in the privatization.

Shift in Ownership Structure

The company's ownership has consolidated under Sir Martin Franklin's control. This contrasts with its previous structure as a publicly traded entity with diverse Whole Earth Brands shareholders.

Industry Trend Alignment

Whole Earth Brands' privatization aligns with a broader trend of companies seeking private status for enhanced agility. This allows for a dedicated focus on long-term growth and strategic objectives, as detailed in the Competitors Landscape of Whole Earth Brands.

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