Turning Point Brands, Inc. – First Amendment to Amended and Restated First Lien Credit Agreement (August 1st, 2019)This First Amendment to Amended and Restated First Lien Credit Agreement (this “Amendment”) is entered into as of July 24, 2019 (the “First Amendment Closing Date”), by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.
Turning Point Brands, Inc. – TURNING POINT BRANDS, INC. AND GLAS TRUST COMPANY LLC, as Trustee INDENTURE Dated as of July 30, 2019 2.50% Convertible Senior Notes due 2024 (July 31st, 2019)INDENTURE dated as of July 30, 2019 between TURNING POINT BRANDS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and GLAS TRUST COMPANY LLC, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE (July 31st, 2019)LOUISVILLE, KY. (July 31, 2019) - Turning Point Brands (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced financial results for the second quarter ended June 30, 2019.
Turning Point Brands, Inc. – Turning Point Brands Announces Pricing of Upsized Private Offering of $150 million of 2.50% Convertible Senior Notes due 2024 (July 31st, 2019)LOUISVILLE, KY. – (July 26, 2019) – Turning Point Brands, Inc. (the “Company”) (NYSE: TPB), a leading provider of other tobacco products and adult consumer alternatives, announced the pricing of $150.0 in million aggregate principal amount of convertible senior notes due 2024 (the “Notes”) in a previously announced private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company has granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $22.5 million in aggregate principal amount of Notes. The $150.0 million in aggregate principal amount of Notes represented an increase of $25.0 million from the original offering size of $125.0 million in aggregate principal amount. The sale of the Notes to the initial purchasers is expected to settle on July 30, 2019, subject to customary closing conditions, and is expected to result in approximate
Turning Point Brands, Inc. – [Dealer name and address] (July 31st, 2019)The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Turning Point Brands, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Turning Point Brands, Inc. – Turning Point Brands Announces Proposed Private Offering of $125 Million of Convertible Senior Notes (July 25th, 2019)LOUISVILLE, KY. – (July 24, 2019) – Turning Point Brands, Inc. (the “Company”) (NYSE: TPB), a leading provider of other tobacco products and adult consumer alternatives, announced that it intends to offer, subject to market conditions and other factors, $125,000,000 in aggregate principal amount of convertible senior notes due 2024 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also intends to grant the initial purchasers of the notes an option to purchase up to an additional $18,750,000 principal amount of notes.
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE (July 25th, 2019)LOUISVILLE, KY. (July 24, 2019) - Turning Point Brands, Inc. (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced preliminary financial results for the second quarter ended June 30, 2019. The company plans to release its full second-quarter 2019 financial results, as previously scheduled, on Wednesday, July 31, 2019.
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE Turning Point Brands, Inc. Announces First Quarter 2019 Results (May 1st, 2019)LOUISVILLE, KY. (May 1, 2019) - Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced financial results for the first quarter ended March 31, 2019.
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE (March 5th, 2019)LOUISVILLE, KY. (March 5, 2019) - Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced financial results for the fourth quarter and full year ended December 31, 2018.
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE Turning Point Brands, Inc. Announces Second Quarter 2018 Results (August 8th, 2018)LOUISVILLE, KY. (August 8, 2018) -Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other Tobacco Products (“OTP”), today announced financial results for the second quarter ended June 30, 2018.
Turning Point Brands, Inc. – RELEASE AND SEVERANCE AGREMENT (May 9th, 2018)This Release and Severance Agreement (this "Release") is entered into by and between Mark Stegeman ("Employee") and Turning Point Brands, Inc. ("Turning Point" and, collectively with its parent(s), subsidiary(ies), and all other related companies, the "Company"). Employee and Turning Point are referred to herein as the "Parties."
Turning Point Brands, Inc. – AMENDMENT TO THE NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (May 9th, 2018)This is an Amendment to the Non-Qualified Stock Option Award Agreement (the "Agreement") between Turning Point Brands, Inc., a Delaware corporation (the "Company"), and Mark Stegeman (the "Participant"), which was made as of August 10, 2016 (the "Grant Date") and pursuant to the terms of the Company's 2015 Equity Incentive Plan (the "Plan"). This Amendment shall be effective as of March 13, 2018.
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE (May 9th, 2018)LOUISVILLE, KY. (May 9, 2018) -Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other Tobacco Products (“OTP”), today announced financial results for the first quarter ended March 31, 2018.
Turning Point Brands, Inc. – Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 (March 19th, 2018)As discussed, Turning Point Brands, Inc., together with any successor thereto (“Turning Point” and, together with its applicable employing subsidiaries, the “Company”), agrees to retain your services on the terms, provisions and conditions set forth in this employment letter (this “Agreement”). If you find these terms, provisions and conditions acceptable, please sign this Agreement where indicated and return it to me as soon as possible. It will become effective on the date of your signature hereto (the “Effective Date”). As of the Effective Date, this Agreement shall supersede and replace, in its entirety, any prior agreement by and between you and Turning Point and any of its subsidiaries (the “Prior Agreement”), and you shall no longer have any rights or benefits thereunder.
Turning Point Brands, Inc. – TURNING POINT BRANDS NAMES ROBERT LAVAN CHIEF FINANCIAL OFFICER; PROMOTES BRIAN WIGGINTON TO VICE PRESIDENT – FINANCE, CHIEF ACCOUNTING OFFICER AND BRAD BEARD TO VICE PRESIDENT – FINANCE, BUSINESS PLANNING (March 19th, 2018)LOUISVILLE, KY. (March 13, 2018) -Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other Tobacco Products (“OTP”), today announced that Robert Lavan has been appointed as the Company’s Chief Financial Officer, effective immediately. Brian Wigginton, the Company’s current Chief Accountant, will be promoted to Vice President – Finance, Chief Accounting Officer and Brad Beard, the Company’s current Controller, will be promoted to Vice President – Finance, Business Planning.
Turning Point Brands, Inc. – Amended and Restated Second Lien Credit Agreement (March 8th, 2018)This Amended and Restated Second Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent.
Turning Point Brands, Inc. – Omnibus Amendment, Reaffirmation Agreement, and Joinder (March 8th, 2018)This Omnibus Amendment, Reaffirmation Agreement and Joinder (herein, this “Agreement”) is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), Intrepid Brands, LLC, a Delaware limited liability company (“Intrepid”), North Atlantic Cigarette Company, Inc., a Delaware corporation (“NACC”), North Atlantic Operating Company, Inc., a Delaware corporation (“NAOC”), National Tobacco Company, L.P., a Delaware limited partnership (“NTC”), National Tobacco Finance, LLC, a Delaware limited liability company (“NTF”), RBJ Sales, Inc., a Tennessee corporation (“RBJ”), Turning Point Brands, LLC, a Delaware limited liability company (“TPB”), Vapor Beast LLC, a Delaware limited liability company (“Vapor Beast”), and Vapor Shark, LLC, a Delaware limited liability company (“Vapor Shark”; and together with the Borrower, NATC, Intrepid, NACC, NAOC, NTC, NTF, RBJ, TPB, and Va
Turning Point Brands, Inc. – First Amendment to the Second Lien Intercreditor Agreement (March 8th, 2018)This First Amendment to Second Lien Intercreditor Agreement (this “Amendment”), dated March 7, 2018, and entered into by and among Fifth Third Bank, an Ohio banking corporation, as First Lien Collateral Agent (the “First Lien Collateral Agent”), and Prospect Capital Corporation, a Maryland corporation, as Second Lien Collateral Agent (the “Second Lien Collateral Agent”), and acknowledged by Turning Point Brands, Inc., a Delaware corporation (the “Borrower”) and the other Grantors (as defined below).
Turning Point Brands, Inc. – Second Lien Omnibus Amendment, Reaffirmation Agreement, and Joinder (March 8th, 2018)This Second Lien Omnibus Amendment, Reaffirmation Agreement and Joinder (herein, this “Agreement”) is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), Intrepid Brands, LLC, a Delaware limited liability company (“Intrepid”), North Atlantic Cigarette Company, Inc., a Delaware corporation (“NACC”), North Atlantic Operating Company, Inc., a Delaware corporation (“NAOC”), National Tobacco Company, L.P., a Delaware limited partnership (“NTC”), National Tobacco Finance, LLC, a Delaware limited liability company (“NTF”), RBJ Sales, Inc., a Tennessee corporation (“RBJ”), Turning Point Brands, LLC, a Delaware limited liability company (“TPB”), Vapor Beast LLC, a Delaware limited liability company (“Vapor Beast”), and Vapor Shark, LLC, a Delaware limited liability company (“Vapor Shark”; and together with the Borrower, NATC, Intrepid, NACC, NAOC, NTC, NTF, RBJ,
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE (March 8th, 2018)LOUISVILLE, Ky. (March 8, 2018) -Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other Tobacco Products (“OTP”), today announced fourth quarter and full year 2017 results.
Turning Point Brands, Inc. – Amended and Restated First Lien Credit Agreement (March 8th, 2018)This Amended and Restated First Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, Capital One, National Association, a national banking association, as Syndication Agent, and Regions Bank, as Documentation Agent.
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE (November 9th, 2017)LOUISVILLE, Ky. (November 9, 2017) -Turning Point Brands, Inc. (NYSE:TPB), a leading provider of Other Tobacco Products (“OTP”), today announced that its board of directors has approved the initiation of a cash dividend to shareholders.
Turning Point Brands, Inc. – FOR IMMEDIATE RELEASE (August 10th, 2017)LOUISVILLE, Ky. (August 10, 2017) - Turning Point Brands, Inc. (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”), today announced financial results for the second quarter and six months ended June 30, 2017.
Turning Point Brands, Inc. – TURNING POINT BRANDS, INC. COMMON STOCK SALES AGREEMENT (July 21st, 2017)Turning Point Brands, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Turning Point Brands, Inc. – PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Turning Point Brands, Inc. 2015 Equity Incentive Plan (May 11th, 2017)This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made as of the [●] day of [●] (the “Grant Date”) between Turning Point Brands, Inc. (the “Company”), and [●] (the “Participant”), and is made pursuant to the terms of the Turning Point Brands, Inc. 2015 Equity Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.
Turning Point Brands, Inc. – NEWS RELEASE (May 11th, 2017)LOUISVILLE, Ky. (May 11, 2017) - Turning Point Brands, Inc. (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) today announced financial results for the first quarter ended March 31, 2017.
Turning Point Brands, Inc. – SECOND AMENDMENT TO THE NORTH ATLANTIC HOLDING COMPANY, INC. 2006 EQUITY INCENTIVE PLAN (March 13th, 2017)This is an Amendment to the 2006 Equity Incentive Plan adopted by North Atlantic Holding Company, Inc. (the “Plan”), which amendment shall be effective as of the date of its adoption as set forth below.
Turning Point Brands, Inc. – AMENDMENT TO THE NORTH ATLANTIC HOLDING COMPANY, INC. 2006 EQUITY INCENTIVE PLAN (March 13th, 2017)This is an Amendment to the 2006 Equity Incentive Plan adopted by North Atlantic Holding Company, Inc. (the “Plan”), which amendment shall be effective as of the date of its adoption as set forth below.
Turning Point Brands, Inc. – FOURTH AMENDMENT TO THE TURNING POINT BRANDS, INC. 2006 EQUITY INCENTIVE PLAN (March 13th, 2017)This is the Fourth Amendment to the 2006 Equity Incentive Plan maintained by Turning Point Brands, Inc. (the “Plan”), which amendment shall be effective as of the date of its adoption as set forth below.
Turning Point Brands, Inc. – NEWS RELEASE (March 13th, 2017)LOUISVILLE, Ky. (Mar. 13, 2017) - Turning Point Brands, Inc. (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) today announced financial results for the quarter and year ended December 31, 2016.
Turning Point Brands, Inc. – NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (March 13th, 2017)This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), is made as of ____________________ (the “Grant Date”) between Turning Point Brands, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
Turning Point Brands, Inc. – OPTION PURCHASE AND CANCELLATION AGREEMENT (March 13th, 2017)THIS OPTION PURCHASE AND CANCELLATION AGREEMENT (this “Agreement”) is made as of May 10, 2016, by and among Turning Point Brands, Inc., a Delaware corporation (“TPB”), Intrepid Brands, LLC, a Delaware limited liability company and indirect subsidiary of TPB (“Intrepid”), and the holder of options to purchase common units of Intrepid named on the signature page hereof (the “Holder”).
Turning Point Brands, Inc. – First Lien Credit Agreement (February 21st, 2017)This First Lien Credit Agreement is entered into as of February 17, 2017, by and among Turning Point Brands, Inc., a Delaware corporation (“Turning Point”) and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”; Turning Point and NATC are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, Capital One, National Association, a national banking association, as Syndication Agent, and Regions Bank, as Documentation Agent.
Turning Point Brands, Inc. – Second Lien Guaranty and Security Agreement (February 21st, 2017)This Second Lien Guaranty and Security Agreement (this “Agreement”), dated as of February 17, 2017, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and Prospect Capital Corporation, a Maryland corporation, in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”).
Turning Point Brands, Inc. – Second Lien Credit Agreement (February 21st, 2017)This Second Lien Credit Agreement is entered into as of February 17, 2017, by and among Turning Point Brands, Inc., a Delaware corporation (“Turning Point”) and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”; Turning Point and NATC are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent.
