Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2023, Simply Good Foods USA, Inc., a wholly owned, indirect subsidiary of The Simply Good Foods Company (the "Administrative Borrower"), entered into that certain Repricing Amendment (the "Amendment") to the Credit Agreement, dated as of July 7, 2017, among Conyers Park Acquisition Corp., Atkins Intermediate Holdings, LLC, the Administrative Borrower, the other Borrowers party thereto and Barclays Bank PLC, as administrative agent thereunder (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement").

The Amendment, among other things, (i) reduces the Applicable Rate applicable to the Initial Term Loans (as defined in the Credit Agreement) outstanding under the Credit Agreement immediately prior to the effective date of the Amendment, in the case of (x) SOFR-based Initial Term Loans from 3.25% to 2.50% and (y) ABR-based Initial Term Loans from 2.25% to 1.50%, (ii) resets the prepayment premium for the existing Initial Term Loans to apply to Repricing Transactions that occur within six months after the effective date of the Amendment, and (iii) extends the Term Maturity Date (as defined in the Credit Agreement) to March 17, 2027.

A copy of the Amendment is attached as Exhibit 10.1 and is incorporated herein by reference. The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

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 under Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit
No.        Description

  10.1       Repricing Amendment, dated as of April 25, 2023, by and among Atkins
           Intermediate Holdings, LLC, a Delaware limited liability company,
           Conyers Park Acquisition Corp., a Delaware corporation, Simply Good
           Foods USA, Inc., a New York corporation, Atkins Nutritionals Holdings,
           Inc., a Delaware corporation, Atkins Nutritionals Holdings II, Inc., a
           Delaware corporation, NCP-ATK Holdings, Inc., a Delaware corporation,
           the other guarantors party thereto, the financial institutions party
           thereto as Consenting Lenders and the Replacement Lender and Barclays
           Bank PLC, as administrative agent.
           Cover Page Interactive Data File (embedded within the Inline XBRL
104        document)

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