SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Annexes and other documents referred to herein. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement in the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

Unless otherwise specified, all share calculations (a) exclude the impact of the shares of Conyers Park Class A common stock underlying warrants, (b) assume that no Conyers Park public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Conyers Park’s trust account and (c) assume that no shares are issued pursuant to the Incentive Plan or the Employee Purchase Plan.

The Parties

Conyers Park

Conyers Park II Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Conyers Park was incorporated under the laws of Delaware on May 2, 2019.

On July 22, 2019, Conyers Park closed its initial public offering of 45,000,000 units, including the exercise of the over-allotment option to the extent of 5,000,000 units, with each unit consisting of one share of its Class A common stock and one-fourth of one warrant to purchase one share of its Class A common stock at a purchase price of  $11.50 per share, subject to adjustment as provided in Conyers Park’s final prospectus filed with the Securities and Exchange Commission on July 19, 2019 (File No. 333-232449). The units from the Conyers Park IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $450,000,000.

Simultaneously with the consummation of the Conyers Park IPO and the exercise of the underwriters’ over-allotment option, Conyers Park consummated the private sale of 7,333,333 warrants at $1.50 per warrant for an aggregate purchase price of $11,000,000. A total of $450,000,000 was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Conyers Park IPO was conducted pursuant to a registration statement on Form S-1 that became effective on July 17, 2019. As of                 , 2020, the record date for the meeting, there was approximately $         million held in the trust account.

Conyers Park’s units, Class A common stock and warrants are listed on the NASDAQ under the symbols CPAAU, CPAA and CPAAW, respectively.

The mailing address of Conyers Park’s principal executive office is 999 Vanderbilt Beach Road, Suite 601, Naples, Florida 34108. Its telephone number is (212) 429-2211. After the consummation of the business combination, its principal executive office will be that of Advantage.

Merger Sub

CP II Merger Sub, Inc. is a wholly owned subsidiary of Conyers Park formed solely for the purpose of effectuating the Merger described herein (“Merger Sub”). Merger Sub was incorporated under the laws of Delaware as a corporation on August 31, 2020. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 999 Vanderbilt Beach Road, Suite 601, Naples, Florida 34108. Its telephone number is (212) 429-2211. After the consummation of the business combination, Merger Sub will cease to exist as a separate legal entity.

Topco

Karman Topco L.P. is the parent entity of Advantage and was formed as a limited partnership under the laws of Delaware on June 13, 2014 in connection with the 2014 Topco Acquisition.

The mailing address of Topco’s principal executive office is c/o Advantage Solutions, Attn Legal Dept. General Counsel, 18100 Von Karman Ave., Suite 1000, Irvine, California 92612. Topco’s telephone number is (949) 797-2900.

Advantage

Advantage was incorporated under the laws of Delaware on June 2014. Advantage is a wholly owned subsidiary of Topco, and is a leading business solutions provider to consumer goods manufacturers and retailers. Advantage’s customizable suite of technology-enabled sales and marketing solutions is designed to help manufacturers and retailers across a broad range of channels drive consumer demand, increase sales, and achieve operating efficiencies. Through Advantage’s sales segment, Advantage serves as a critical link between consumer goods manufacturers and their retailer partners. Advantage’s sales associates prepare and present to retailers a business case to increase distribution of manufacturers’ products and optimize how they are displayed, priced, and promoted both in-store and online. Advantage also makes in-store visits to ensure such products are adequately stocked and properly displayed. Through Advantage’s marketing segment, Advantage helps brands and retailers reach consumers through two main platforms. The first is Advantage’s retail experiential business, also known as sampling or demo, where they manage highly customized and deeply embedded large scale sampling programs (both in-store and online) with multi-decade relationships for leading retailers. These programs are mission-critical platforms for brands and retailers to drive sales, promote loyalty and build trial. The second is Advantage’s collection of specialized agency businesses where it provides private label services to retailers and develops granular marketing programs for brands and retailers that are designed to influence shoppers on their paths to, and at the point of, purchase using its proprietary insights on shopper behavior, analytics, brand knowledge, and understanding of manufacturer and retailer strategies. In 2019, Advantage provided services to over 3,500 manufacturers, and provided services for products located at more than 200,000 retail locations.

The mailing address of Advantage’s principal executive office is 18100 Von Karman Avenue, Suite 1000, Irvine, CA 92612. Its telephone number is (949) 797-2900. As part of the business combination, Merger Sub will merge with and into Advantage with Advantage surviving such merger as a wholly owned subsidiary of Conyers Park.

Emerging Growth Company

Conyers Park is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Conyers Park’s securities less attractive as a result, there may be a less active trading market for Conyers Park’s securities and the prices of its securities may be more volatile or otherwise impacted.

Conyers Park will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Conyers Park IPO, (b) in which Conyers Park has total annual gross revenue of at least $1.07 billion or (c) in which Conyers Park is deemed to be a large accelerated filer, which means the market value of Conyers Park Common Stock that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Conyers Park has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Upon consummation of the Transactions, Conyers Park will cease to be an “emerging growth company.”

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between Conyers Park and Advantage will be effected through the Merger, whereby Merger Sub will merge with and into Advantage with Advantage surviving such merger as a wholly owned subsidiary of Conyers Park.

Merger Consideration

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to Topco, as agent on behalf of Topco’s equityholders, will be equal to the sum of (a) 203,750,000 shares of Conyers Park Class A common stock and (b) the Performance Shares. For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “Proposal No. 1 — The Business Combination Proposal  —  Sources and Uses for the Business Combination.” For more information regarding the Performance Shares, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Related Agreements

Registration Rights Agreement

In connection with the execution of the Merger Agreement, Conyers Park, CVC ASM Holdco, L.P. (the “CVC Stockholder”), the entities identified therein under the heading “LGP Stockholders” (collectively, the “LGP Stockholder”) and BC Eagle Holdings, L.P. (the “Bain Stockholder”), the Sponsor, Topco, Karman II Coinvest LP, a Delaware limited partnership (“Karman II Coinvest”), certain entities affiliated with Juggernaut Capital Partners, Centerview Capital, L.P. (“Centerview Capital”), Centerview Employees, L.P. (“Centerview Employees” and, together with Centerview Capital, “Centerview”), Yonghui Investment Limited (“YH”, and together with the Bain Stockholder, the “Daymon Investors”) and the other holders of Common Series B Units, Vested Common Series C Units and Vested Common Series C-2 Units of Topco (i.e., members of management of Advantage) (the “Contributing Investors”) entered into the Registration Rights Agreement, pursuant to which, among other things, certain of the parties thereto agreed not to effect the transfer of any equity securities of Conyers Park held by any of them during the lock-up period described therein (the “Lock-up Period”) and were granted certain registration rights and certain piggyback rights with respect to their respective shares of common stock of Conyers Park, on the terms and subject to the conditions therein.

In particular, the Registration Rights Agreement provides for the following registration rights:

In addition, at any time following the 30-month anniversary of the closing of the Merger, if no demand registrations have yet been made by any party who holds demand registration rights under the Registration Rights Agreement (other than Centerview), and subject to certain other restrictions, YH can cause the designated representative of the Daymon Investors to exercise one of the two demand registration rights described in the preceding paragraph.

In addition, at any time following the two-year anniversary of the closing of the Merger, if (i) the Daymon Investors have already made its two demand registrations described above and (ii) the Daymon Investors (and their respective permitted transferees) own 3% or less of the then-outstanding equity securities of Conyers Park, subject to certain restrictions, the designated representative of the Daymon Investors, on the behalf of the Daymon Investors, will be able to require Conyers Park to use its reasonable best efforts to register the Daymon Investors’ registrable shares, which may take the form of an underwritten takedown or will be on Form S-3. The Daymon Investors are limited to requiring one such registration.

Stockholders Agreement

In connection with the execution of the Merger Agreement, Conyers Park, Topco, the CVC Stockholder, the LGP Stockholders, the Bain Stockholder and the Sponsor (collectively, the “Stockholder Parties”) entered into the Stockholders Agreement, pursuant to which, among other things, the Stockholder Parties agreed to cast their votes such that the Conyers Park Board, after the closing of the Business Combination, is constituted as set forth in the Stockholders Agreement and the Merger Agreement and will have certain rights to designate directors to the Conyers Park Board, in each case, on the terms and subject to the conditions therein. The Stockholders Agreement is attached hereto as Annex C.

Under the Stockholders Agreement, each Stockholder Party has agreed to cast all votes to which such entities are entitled such that the Conyers Park Board shall be constituted as follows and as described in the section entitled “Management After the Business Combination”. For so long as the CVC Stockholder beneficially owns 10% or greater of Conyers Park Class A common stock, it shall be entitled to nominate two directors, who shall initially be Cameron Breitner and Tiffany Han (each, an “Initial CVC Director”), with such right (i) decreasing to one director at such time when the CVC Stockholder beneficially owns equal to or greater than 5% but less than 10% of Conyers Park Class A common stock; and (ii) terminating at such time when the CVC Stockholder beneficially owns less than 5% of Conyers Park Class A common stock. For so long as the LGP Stockholders beneficially own 10% or greater of Conyers Park Class A common stock, the LGP Stockholders shall be entitled to nominate two directors, who shall initially be Jon Sokoloff and Tim Flynn (each, an “Initial LGP Director”), with such right (i) decreasing to one director at such time when the LGP Stockholders beneficially own equal to or greater than 5% but less than 10% of Conyers Park Class A common stock; and (ii) terminating at such time when the LGP Stockholders beneficially own less than 5% of Conyers Park Class A common stock. For so long as the Bain Stockholder beneficially owns 5% or greater of Conyers Park Class A common stock, it shall be entitled to nominate one director, who shall initially be Ryan Cotton (the “Initial Bain Director”), with such right terminating at such time when the Bain Stockholder beneficially owns less than 5% of Conyers Park Class A common stock. For so long as the Sponsor or any of its permitted transferees is the record or beneficial owner of any Conyers Park Class A common stock, the Sponsor shall, for a period of five years following the Closing, be entitled to nominate three directors, who shall initially be James Kilts, David West and Brian Ratzan (each, an “Initial Sponsor Director”). In calculating the beneficial ownership percentages referenced above, the total number of issued and outstanding shares of Conyers Park Class A common stock used as the denominator in any such calculation shall at all times be deemed to be equal to the total number of shares of Conyers Park Class A common stock issued and outstanding immediately following the Closing (as adjusted for stock splits, combinations, reclassifications and similar transactions). Additionally, the Conyers Park Board

shall also include the Chief Executive Officer of Advantage as of the Closing (the “CEO Director”) and four independent directors who shall be determined pursuant to the terms set forth in the Merger Agreement (each, an “Independent Director”).

Moreover, under the Stockholders Agreement, each Stockholder Party has agreed to cast all votes to which such entities are entitled such that the Conyers Park Board shall be divided into three classes of directors, with each class serving for staggered three-year terms, and such that (i) the Class I directors initially include one Initial CVC Director, one Initial LGP Director, one Initial Sponsor Director and two Independent Directors, (ii) the Class II directors initially include one Initial Sponsor Director, the Initial Bain Director and two Independent Directors and (iii) the Class III directors initially include one Initial CVC Director, one Initial LGP Director, one Initial Sponsor Director and the CEO Director. The initial term of the Class I directors shall expire immediately following Conyers Park’s first annual meeting of stockholders following the consummation of the Business Combination. The initial term of the Class II directors shall expire immediately following Conyers Park’s second annual meeting of stockholders following the consummation of the Business Combination. The initial term of the Class III directors shall expire immediately following Conyers Park’s third annual meeting of stockholders following the consummation of the Business Combination.

In addition, subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable to such committee, the CVC Stockholder, the LGP Stockholders, and the Sponsor shall, severally, have the right to have one CVC Director, one LGP Director and one Sponsor Director, respectively, appointed to serve on each committee of the Board for so long as the CVC Stockholder, the LGP Stockholders, and Sponsor, as applicable, has the right to designate at least one director for nomination to the Board.

Finally, pursuant to the Stockholders Agreement, Conyers Park and, with certain exceptions, its subsidiaries shall not, for so long as Topco and its permitted transferees collectively hold an amount of Conyers Park equity securities that is equal to 50% or more of the amount of securities Topco held as of immediately subsequent to the Closing, take any of the following actions without the approval of Topco: (i) any increase or decrease the size of the Conyers Park Board, other than in accordance with the Stockholders Agreement; (ii) any amendment, change, waiver, alteration or repeal of any provision of the organizational documents of Conyers Park that (a) amends or modifies any specific rights of Topco or (b) materially and adversely affects Topco in its capacity as a stockholder of Conyers Park; (iii) any acquisition or disposition of any one or more persons, equity interests, businesses or assets, or, subject to certain exceptions, the incurrence of any indebtedness by Conyers Park or any of its subsidiaries involving an aggregate value, purchase price, sale price or indebtedness, as applicable, in an amount in excess of certain EBITDA ratios set forth in the Stockholders Agreement; (iv) the termination or replacement of the Chief Executive Officer of Conyers Park (other than for cause); (v) the declaration and payment of any dividends or distributions, other than any dividends or distributions from any wholly owned subsidiary of Conyers Park either to Conyers Park or any other wholly owned subsidiaries of Conyers Park; or (vi) any redemption or repurchase of any shares of common stock of Conyers Park.

Sponsor Agreement

Pursuant to the Merger Agreement, Conyers Park, the Sponsor, Advantage, Ronald E. Blaylock, Peter Klein, Irene Rosenfeld and Joseph Schena entered into the Sponsor Agreement, pursuant to which the Sponsor and each of Ronald E. Blaylock, Peter Klein, Irene Rosenfeld and Joseph Schena has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger), (ii) waive their anti-dilution rights with respect to their shares of Conyers Park Class B common stock in connection with the issuance of shares pursuant to the PIPE Investment and (iii) be bound by certain transfer restrictions with respect to their shares of Conyers Park Class B common stock prior to the closing of the business combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement.

Subscription Agreements

In connection with the execution of the Merger Agreement, Conyers Park entered into the Subscription Agreements with the PIPE Investors. The following summary of the Subscription Agreements and Advantage Sponsor Subscription Agreement is qualified by reference to the complete text of the forms of the Subscription Agreements copies of which are attached as Annex E and Annex F, respectively, to this proxy statement. All stockholders are encouraged to read the form of Subscription Agreement in its entirety for a more complete description of the terms and conditions thereof.

Shares purchased pursuant to the Subscription Agreements will be purchased for $10.00 per share. The PIPE Investors, other than the Sponsor and certain of Advantage Sponsors and their affiliates participating in the PIPE Investment, have agreed to purchase an aggregate of 50,000,000 shares of Class A common stock. The Sponsor and certain of the Advantage Sponsors or their affiliates have agreed to purchase an aggregate of 20,000,000 shares of Class A common stock, or, in their sole discretion, up to 45,000,000 shares in the event Conyers Park’ public stockholders exercise their redemption rights in connection with the Merger and in order to meet the Minimum Cash Condition.

The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the Transactions will be consummated immediately following the closing of the PIPE Investment.

The Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Merger Agreement, (ii) the mutual written agreement of the parties thereto and Advantage, (iii) 15 days after the Termination Date (as defined in the Merger Agreement) if the closing of the Transactions has not occurred by such date or (iv) if any conditions to the closing of set forth in the Subscription Agreement are not satisfied or waived on or prior to the closing.

Incentive Plan

On                 , 2020, the Conyers Park Board adopted, subject to stockholder approval, the Incentive Plan for the purpose of providing a means through which to attract, motivate and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. Stockholders are being asked to consider and approve the Incentive Plan, which will reserve                shares of our common stock for issuance pursuant to grants made under the Incentive Plan. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal — Description of the Material Features of the Incentive Plan” for additional information.

Employee Purchase Plan

On                 , 2020, the Conyers Park Board adopted, subject to stockholder approval, the Employee Purchase Plan for the purpose of providing a means through which to attract, motivate and retain personnel and to provide a means whereby our employees, can acquire and maintain an equity interest in us, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. Stockholders are being asked to consider and approve the Employee Purchase Plan, which will reserve                shares of our common stock for issuance pursuant to grants made under the Employee Purchase Plan. Please see the section entitled “Proposal No. 5 — The Employee Purchase Plan Proposal  —  Description of the Material Features of the Employee Purchase Plan.”

Financing of the Merger

We anticipate that the total funds needed to complete the Merger will be approximately $3.5 billion based upon (i) the repayment in full and termination of obligations under the Credit Facilities and (ii) the payment of fees, commissions and expenses in connection with the foregoing, which we expect will be funded through a combination of the following:

Up to $100 million of the New Revolving Credit Facility may be used in order to satisfy the Minimum Cash Condition. The funding of the Debt Financing and PIPE Investment (collectively, the “Financing”) is subject to the satisfaction of the conditions set forth in the Debt Commitment Letter and Subscription Agreements under which the Debt Financing and the PIPE Investment will be provided, respectively. The obligation of the parties to complete the Merger is subject to a financing condition so the failure of Conyers Park and Advantage to obtain the Debt Financing (or to secure alternative financing) would likely result in the failure of the Merger to be completed. The final form of the Debt Financing is subject to change, including changes based on market conditions. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Financing of the Merger” of this proxy statement for additional information.

Impact of the Business Combination on New Advantage’s Public Float

It is anticipated that, upon completion of the business combination: (i) Conyers Park’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 13.64% in New Advantage; (ii) the PIPE Investors will own approximately 21.21% of New Advantage; (iii) the Sponsor and current Conyers Park directors will own approximately 3.41% of New Advantage; and (iv) Topco (excluding any shares purchased by Topco equityholders in the PIPE Investment and the Performance Shares) will own approximately 61.74% of New Advantage. These levels of ownership interest: (a) exclude the impact of the shares of Conyers Park Class A common stock underlying warrants, (b) assume that no Conyers Park public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Conyers Park’s trust account, (c) assume that no shares are issued pursuant to the Incentive Plan and (d) assume that no shares are issued pursuant to the Advantage Solutions Inc. 2020 Employee Purchase Plan. For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information”, “Proposal No. 4 — The Incentive Plan Proposal” and “Proposal No. 5 — The Employee Purchase Plan Proposal.”

The Minimum Cash Condition under the Merger Agreement may still be satisfied even in the event holders of all of Conyers Park’s public shares exercise their redemption rights in connection with the business combination. In the event of redemptions, the Minimum Cash Condition could still be satisfied using a combination of up to $100.0 million in borrowings under the New Revolving Credit Facility, Advantage Available Cash and up to an additional $250.0 million of Class A common stock purchased by the Sponsor and certain of the Advantage Sponsors or their affiliates in the PIPE Investment. Assuming the redemption of all of Conyers Park’s public shares, $100.0 million borrowed under the New Revolving Credit Facility, Advantage Available Cash of $125.0 million and an additional $219.9 million of Class A common stock purchased by certain of the Advantage Sponsors or their affiliates and the Sponsor in the PIPE Investment, upon completion of the business combination: (i) Conyers Park’s public stockholders (other than the PIPE Investors) would own

none of New Advantage; (ii) the PIPE Investors will own approximately 29.97% of New Advantage; (iii) the Sponsor and current Conyers Park directors will own approximately 3.66% of New Advantage; and (iv) Topco (excluding any shares purchased by Topco equityholders in the PIPE Investment and any Performance Shares) will own approximately 66.37% of New Advantage. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The following table illustrates varying ownership levels in New Advantage, assuming no redemptions by Conyers Park’s public stockholders and the maximum redemptions by Conyers Park’s public stockholders as described above:

Matters Being Voted On

The stockholders of Conyers Park will be asked to consider and vote on the following proposals at the special meeting:

1. a proposal to approve the business combination described in this proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal” for additional information;

2. a proposal to approve and adopt the second amended and restated certificate of incorporation of Conyers Park in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal” for additional information;

3. a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal” for additional information;

4. a proposal to approve and adopt the Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal” for additional information;

5. a proposal to approve and adopt the Employee Purchase Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 5 — The Employee Purchase Plan Proposal” for additional information;

6. a proposal to approve, for purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of Conyers Park’s issued and outstanding shares of common stock in connection with the business combination, including, without limitation, the PIPE Investment. Please see the section entitled “Proposal No. 6 — The NASDAQ Proposal” for additional information; and

7. a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the employee purchase plan proposal or the NASDAQ proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal” for additional information.

Date, Time and Place of Special Meeting of Conyers Park’s Stockholders

The special meeting of stockholders of Conyers Park will be held at                 Eastern Time, on                , 2020, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022.

We intend to hold the special meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our proxy website                , and we encourage you to check this website prior to the meeting if you plan to attend.

At the special meeting, stockholders will be asked to consider and vote upon the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the employee purchase plan proposal the NASDAQ proposal and, if necessary, the adjournment proposal to permit further solicitation and vote of proxies if Conyers Park is not able to consummate the Transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Conyers Park Common Stock at the close of business on                , 2020, which is the record date for the special meeting. Stockholders will have one vote for each share of Conyers Park Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Conyers Park warrants do not have voting rights. On the record date, there were 56,250,000 shares of Conyers Park Common Stock outstanding, of which 45,000,000 were public shares with the rest being held by the Sponsor and certain Insiders. All holders of shares of Conyers Park Class A common stock and Conyers Park Class B common stock will vote together as a single class, with each share entitling the holder to one vote.

Quorum and Vote of Conyers Park Stockholders

A quorum of Conyers Park stockholders is necessary to hold a valid meeting. A quorum will be present at the Conyers Park special meeting if a majority of the outstanding shares entitled to vote at the meeting are

represented in person or by proxy. Proxies that are marked “ABSTAIN” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

The Sponsor and certain Insiders own of record and are entitled to vote approximately 20% of the outstanding shares of Conyers Park Common Stock as of the record date. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the special meeting.

The proposals presented at the special meeting will require the following votes:

Abstentions will have the same effect as a vote “AGAINST” the charter proposal, but will have no effect on the other proposals.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the employee purchase plan proposal and the NASDAQ proposal. If any of those proposals are not approved, we will not consummate the Transactions.

Redemption Rights

Pursuant to Conyers Park’s current certificate of incorporation, a holder of public shares may demand that Conyers Park redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Conyers Park redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the business combination proposal by delivering their stock to Conyers Park’s transfer agent prior to the vote at the meeting. The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the transfer agent in order to validly redeem his, her or its shares. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Conyers Park will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination. As of                , 2020, the record date for the meeting, this would amount to approximately $                per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Conyers Park Class A common stock for cash and will no longer own the shares. Please see the section entitled “Special Meeting of Conyers Park Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 10% of the public shares. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

The business combination will not be consummated if Conyers Park has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares for cash.

Holders of Conyers Park warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Conyers Park stockholders, Conyers Park unitholders and Conyers Park warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Conyers Park has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Conyers Park Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Conyers Park Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and the Insiders have interests in such proposals that are different from, or in addition to, those of Conyers Park stockholders generally. In particular:

Board of Directors following the Business Combination

Upon consummation of the Transactions, the Conyers Park Board anticipates each Class I director having a term that expires immediately following Conyers Park’s annual meeting of stockholders in 2021, each Class II director having a term that expires immediately following Conyers Park’s annual meeting of stockholders in 2022 and each Class III director having a term that expires immediately following Conyers Park’s annual meeting of stockholders in 2023, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

James M. Kilts, David J. West, Brian K. Ratzan,                  and                , current directors of Conyers Park, have each been nominated to serve as directors of New Advantage upon completion of the Transactions.

Please see the section entitled “Management After the Business Combination” for additional information.

Recommendation to Stockholders

The Conyers Park Board believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Conyers Park’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the NASDAQ proposal and “FOR” the adjournment proposal, if presented.

When you consider the Conyers Park Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of Conyers Park stockholders generally. Please see the section entitled “Proposal No. 1 — The

Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Conyers Park Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Conyers Park stockholders that they vote “FOR” the proposals presented at the special meeting.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Transactions is conditioned on the approval of the business combination proposal, the charter proposal, the incentive plan proposal, the employee purchase plan proposal and the NASDAQ proposal, as described in this proxy statement.

In addition, the consummation of the Transactions contemplated by the Merger Agreement is conditioned upon, among other things:

Conyers Park’s Conditions to Closing

The obligations of Conyers Park and Merger Sub to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

Advantage’s Conditions to Closing

The obligations of Advantage to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

Tax Consequences of the Business Combination and the Exercise of Redemption Rights

For a description of certain U.S. federal income tax consequences of the business combination and the exercise of redemption rights, please see the information set forth in “Proposal No. 1 — The Business Combination Proposal — Certain Material U.S. Federal Income Tax Consequences of the Business Combination and the Exercise of Redemption Rights.”

Anticipated Accounting Treatment

The Merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Conyers Park has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current stockholder of Advantage, Topco, having a relative majority of the voting power of the combined entity, the operations of Advantage prior to the Merger comprising the only ongoing operations of the combined entity, and senior management of Advantage comprising the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Advantage with the acquisition being treated as the equivalent of Advantage issuing stock for the net assets of Conyers Park, accompanied by a recapitalization. The net assets of Conyers Park will be stated at historical cost, with no goodwill or other intangible assets recorded.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Transactions are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division issues a Second Request within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional 30-day period, which will begin on the date on which the filing parties each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time. On                 , 2020, Conyers Park and Topco filed the required forms under the HSR Act with the Antitrust Division and the FTC. The initial 30-day waiting period with respect to the Transactions, which cannot expire on a Saturday, Sunday or U.S. federal holiday, is scheduled to expire at 11:59 p.m. Eastern Time on                 , 2020 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a Second Request.

At any time before or after consummation of the Transactions, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney

general or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither Conyers Park nor Advantage is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Risk Factors

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

Business of Advantage

Except where noted or the context otherwise requires, as used in this subsection, the terms “we,” “us,” “our,” “our company” and “our business” refer to Advantage and its consolidated subsidiaries prior to the consummation of the business combination, and New Advantage and its consolidated subsidiaries following the consummation of the business combination.

Our Company

We are a leading business solutions provider to consumer goods manufacturers and retailers. Our customizable suite of technology-enabled sales and marketing solutions is designed to help manufacturers and retailers across a broad range of channels drive consumer demand, increase sales, and achieve operating efficiencies. Through our sales segment, we serve as a critical link between consumer goods manufacturers and their retailer partners. Our sales associates prepare and present to retailers a business case to increase distribution of manufacturers’ products and optimize how they are displayed, priced, and promoted both in-store and online. We also make in-store visits to ensure such products are adequately stocked and properly displayed. Through our marketing segment, we help brands and retailers reach consumers through two main platforms. The first is our retail experiential business, also known as sampling or demo, where we manage highly customized and deeply embedded large scale sampling programs (both in-store and online) with multi-decade relationships for leading retailers. These programs are mission-critical platforms for brands and retailers to drive sales, promote loyalty and build trial. The second is our collection of specialized agency businesses where we provide private label services to retailers and develop granular marketing programs for brands and retailers that are designed to influence shoppers on their paths to, and at the point of, purchase using our proprietary insights on shopper behavior, analytics, brand knowledge, and understanding of manufacturer and retailer strategies. In 2019, we provided services to over 3,500 manufacturers, and provided services for products located at more than 200,000 retail locations.

Our Sales Services

Our sales segment, which generated approximately 52% of our total revenues for the year ended December 31, 2019 and approximately 64% of our total revenues in the six months ended June 30, 2020, includes the following services:

Brand-Centric Services

Retailer-Centric Services

Over the past decade we have leveraged our strategic position with retailers to develop solutions that address their needs. Since December 2017, our suite of retailer-centric services has been enhanced by our strategic acquisition of Daymon which we refer to as the “Daymon Acquisition.” Our retailer-centric services include:

In addition to our brand-centric and retailer-centric sales services, we have a portfolio of other broadly applicable offerings that are designed to grow sales and reduce costs for clients. These services include:

Our Marketing Services

Our marketing segment, which generated approximately 48% of our total revenues for the year ended December 31, 2019 and approximately 36% of our total revenues in the six months ended June 30, 2020, includes the following services:

Brand-Centric Services

Retailer-Centric Services

In addition to our brand-centric and retailer-centric marketing services, we have a portfolio of other broadly applicable offerings that are designed to engage consumers and enhance marketing efforts for clients. These services include:

Our Clients

We serve leading manufacturers of both branded and private label products across a range of consumer product categories, including packaged foods, beverages, perishables, health and beauty care, and consumer electronics. We also maintain deep relationships with retailers across various channels, including traditional retail (which includes grocery, drug, mass, convenience, club, and natural/specialty), foodservice, and e-commerce.

Our clients vary in terms of size and growth profile, ranging from some of the world’s largest consumer goods manufacturers, including Mars, PepsiCo, and Smucker’s, to smaller regional players and emerging brands. While the majority of our client base has historically been consumer goods manufacturers, over the past ten years, and as a result of our acquisition of Daymon, we have increased our offerings to retailers, particularly in the areas of private label development, designing and managing in-store events platforms, retailer-centric merchandising, and other labor-based services, such as data collection, product assembly, new-store setups, and remodels. More recently, we have also begun to offer our marketing services beyond consumer goods manufacturing and retail, to industries such as automotive, entertainment, and travel.

We believe that our strategic insights, flexible, service-oriented approach, and superior execution have helped us cultivate long-standing relationships with our clients. We help our clients increase sales and reduce costs by leveraging our industry expertise, network of relationships, and scale to develop and execute strategies that fuel our clients’ growth and allow them to focus on their core competencies. For example, Dechert-Hampe & Company, or Dechert-Hampe, an independent consulting firm, estimated in a 2019 study that outsourcing direct retail coverage teams to a syndicated model may save manufacturers between 45% and 50%. That same study estimated that replacing a direct sales team with headquarter representation from an outsourcing partner may save manufacturers between 35% and 50%. We work closely with our clients to identify the combinations of services that best meet their sales and marketing objectives and strive to address the related challenges they face in a customized way.

Nine of our top 15 clients by revenues in 2019 have been clients for over ten years, with the remaining six clients being new business wins in the last ten years. From 2010 through 2019, we had an average revenue-weighted client retention rate of approximately 98%. We define average revenue-weighted client retention rate as prior year total revenues less annual revenues from lost clients in that period, divided by prior year total revenues. We believe this high level of retention demonstrates the value that we provide our clients through the deeply embedded and mission critical sales and marketing functions that we manage on our clients’ behalf as part of their coordinated go-to-market strategies.

As of June 30, 2020, we operated more than 100 offices, primarily in the United States. Our geographic footprint allows us to execute our strategies on a local, regional, or national level. As of June 30, 2020, we employed in excess of 58,000 associates who provide us with the resources and scale to provide broad-reaching and cost-efficient solutions to our clients. Many of our offices are strategically located near our manufacturer and retailer clients, with many of our associates working directly at manufacturers’ or retailers’ offices. This presence provides us with deeper insight into client strategies, systems, and operations and gives our associates more direct access to key decision makers, allowing them to deliver our value-enhancing services in a more tailored and effective manner. While the majority of our business is concentrated in the United States and Canada, we maintain a platform through our strategic international investments in select markets throughout Africa, Asia, Australia, Europe, and Latin America through which we can service the global needs of multinational manufacturers and retailers.

Our business has demonstrated an ability to consistently grow revenues and Adjusted EBITDA, over time and through economic cycles. In 2019, we generated $3.8 billion of revenues, $19.8 million of net loss and $504.0 million of Adjusted EBITDA. Our revenues and Adjusted EBITDA in 2019 reflect a compound annual

growth rate, or “CAGR,” of 12.6% and 11.0%, respectively, since 2007 and our organic revenues in 2019 reflect a CAGR of 4.0% since 2008. See “Advantage’s Summary Historical Financial Information” for a reconciliation of Adjusted EBITDA to net income (loss) and “Advantage’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of how we define and assess our organic revenues.

We believe that the consistency and resiliency of our business has been attributable to a variety of factors, including: the stability of the markets we serve since a significant portion of our revenues is tied to the sales of a broad group of non-discretionary consumer goods (including during the COVID-19 pandemic, during which certain governmental agencies designated many retailers as “essential businesses”); the diversity of the services we offer across a variety of distribution channels; and the nature of the services we provide to our clients. Additionally, our services-based operations provide us with a capital-efficient business model that requires limited investment in the form of capital expenditures and working capital. The consistency of our operating results as well as our strong cash flow profile has provided us with a high degree of financial flexibility, which has enabled us to strategically deploy capital to build our business over time.

Our Historical Financial Performance ($ in millions)

In the six months ended June 30, 2020, we generated $1.5 billion of revenues, a net loss of $59.5 million, $65.7 million of Adjusted Net Income, and $218.4 million of Adjusted EBITDA. See “— Advantage’s Summary Historical Financial Information” for a reconciliation of each of Adjusted EBITDA and Adjusted Net Income to net loss.

Our Market Opportunity

We compete in several large and consistently growing markets for outsourced business services targeting the sales, marketing, and technology needs of consumer goods manufacturers and retailers.

Dechert-Hampe estimated in 2019 that the market for the traditional outsourced sales services (excluding private label development services) offered through our sales segment in the United States was approximately $7.3 billion in 2018 and has grown at a CAGR of approximately 4.8% from 2013 through 2018. Historically, the outsourced sales services industry has grown consistently, largely driven by the steady expansion of the broader U.S. consumer goods market and the growth in penetration of outsourced services with consumer goods manufacturers. Over the past two decades, the industry has experienced meaningful consolidation. Today, the U.S. industry operates with three national firms, two of which, including us, have the most significant market share. Based on our 2018 U.S. sales services revenues and industry data provided by Dechert-Hampe in its 2019 study, we estimate that we account for approximately 20% of the sales services market (excluding private label development services) in the United States by revenues. Other than the three national firms, the industry remains highly fragmented, comprised of smaller independent agencies that offer services on a more regional level or are focused on a specific channel, such as foodservice, or specific service, such as merchandising projects and resets.

End markets for our solutions consist of a diversified group of large and emerging consumer goods manufacturers across mostly non-discretionary categories, such as packaged foods, beverage, and personal care, and a diversified group of leading retailers across traditional retail, foodservice, and e-commerce channels. These end markets have experienced relatively stable growth over time and across market cycles, as demonstrated by a CAGR of 2.8% between 2007 and 2018, with only one year of decline during the same period.

The market for our technology and digital commerce solutions offered in the sales and marketing segments has grown rapidly as manufacturers and retailers look to drive operational efficiencies through data analysis, and effectively distribute, manage and advertise products in the e-commerce channel. Dechert-Hampe estimated in 2019 that the market for the business intelligence technology solutions offered through our sales segment in the United States was approximately $32.6 billion in 2018 and was expected to continue to grow. Additionally, we believe we have an opportunity to increase our sales revenues in the growing e-commerce channel. Dechert-Hampe estimated that e-commerce consumer goods sales in the United States were approximately $43.4 billion in 2018, up from approximately $39.3 billion in 2017, an increase of 10%. We expect the market for technology and digital commerce solutions to continue to grow as these trends continue.

Dechert-Hampe estimated that the market for the experiential, shopper and consumer marketing services offered through our marketing segment in the United States was approximately $11.6 billion in 2017 and had grown at a CAGR of approximately 16% from 2012 to 2017. The market for these services has grown with increased manufacturer and retailer awareness and understanding of the greater effectiveness of properly targeted marketing strategies. These strategies aim to influence shoppers with meaningful messages and experiences along their paths to purchase, particularly while in-store and at the point-of-purchase. Dechert-Hampe estimated in its 2019 study that overall marketing spend in these service areas would continue to grow, primarily driven by manufacturers’ and retailers’ desire to influence shoppers to purchase products with memorable content and experiences. The industry for these services remains highly fragmented and consists of a large number of specialized and diversified agencies.

Dechert-Hampe estimated that the market for digital marketing solutions in the United States was approximately $21.3 billion in 2017 and had grown at a CAGR of approximately 25% from 2012 to 2017.

Additionally, Dechert-Hampe estimated that the market for marketing data services in the United States was approximately $10.1 billion in 2017. The market for these solutions has grown with the increasing influence of digital marketing in consumers’ shopping routines, causing manufacturers and retailers to integrate digital, social, and mobile marketing techniques into their marketing plans. We expect the market for these solutions to continue to grow rapidly as manufacturers and retailers seek to create effective, integrated multi-channel marketing campaigns that deliver compelling content and experiences to influence shopper behavior across all mediums.

We believe that growth in the several markets in which we compete is driven by a number of prevailing industry trends:

Within this industry environment, we believe we are advantageously positioned because of our expertise, diverse and customizable suite of services, relationships, national footprint, and scale.

Our Competitive Strengths

We believe the following strengths differentiate us within our industry and have contributed to our sustained success:

Leading National Provider with Significant Scale and Infrastructure that Would be Difficult to Replicate

We are a leading national provider of technology-enabled sales and marketing services, as measured by revenues, in the markets in which we operate. With approximately 48,000 associates regularly providing services within retail locations and more than 4,000 associates working on behalf of manufacturers and retailers at or near their headquarters or regional buying offices, we are one of the largest national providers of sales and marketing services.

For example, in our marketing segment, we are the largest provider of experiential marketing services to retailers and consumer goods manufacturers. We believe this gives us an advantage over traditional marketing agencies in designing and executing coordinated, large-scale marketing programs in retail locations.

We have spent decades developing a reputation for providing high-quality service and superior execution, grounded in our data-driven insights. We believe that our scale provides us with significant competitive advantages by allowing us to differentiate the value of the services we provide by:

Our scale affords us efficiencies to deliver solutions that are more effective and cost-efficient than those provided by smaller competitors or internal manufacturer and retailer teams, allowing us to grow our clients’ revenues while reducing their operating expenses. We believe our scale positions us to retain existing clients and win new business, which further increases our scale and associated competitive advantages.

Strong, Long-Term Relationships with Leading Manufacturers and Retailers

We maintain strategic relationships with a diversified base of over 3,500 consumer goods manufacturers and retailers, including iconic brands at manufacturers such as Mars, PepsiCo, and Smucker’s, and leading retailers.

We enjoy long-term, multi-service relationships with our largest clients. As of December 31, 2019, we had a tenure of over ten years with 9 of our top 15 clients by revenues, with the remaining six clients being new business wins in the last ten years. We believe that our clients view our relationships as long-term and strategic, which provides us with a stable and consistent revenue base due to mutually aligned incentives and a partnership dynamic. We also believe this high level of customer retention provides considerable predictability to our core revenue streams, supplying us with capital to invest in both organic and inorganic initiatives with attractive returns that build value for shareholders and clients by adding capabilities to our portfolio that better enable our teams to meet our clients’ evolving needs.

Strategic Intermediary Benefitting from Self-Reinforcing Network Effects

We occupy an important industry position where we serve as a strategic intermediary between consumer goods manufacturers and retailers — creating value for both parties. Due to the breadth and depth of our representation and relationships across key categories and departments, we are among the largest supplier partners to many retailers. Our size gives us access and influence with key decision makers that smaller agencies and clients often cannot secure on their own, which, in turn, helps us win additional representation. This self-reinforcing “network effect” has helped us become an important strategic partner to both manufacturers and retailers. We have focused on strengthening the value we can provide to our network by investing in technology and in-market talent that, through our proximity to manufacturers and retailers, gives us direct visibility into strategies and systems and better positions us to support manufacturers’ and retailers’ businesses.

Prudent Capital Allocator with Strong Acquisition and Integration Capabilities

We maintain a disciplined approach to capital allocation and have a history of acquiring businesses at what we believe are attractive relative valuation levels, achieving synergies, and meeting or exceeding our internal performance goals. Since January 2014, we have acquired 62 businesses, which have expanded our capabilities in digital and social marketing, extended our sales services into the e-commerce channel, enhanced our service offerings to retailers, and expanded our footprint into Europe and other international markets such as Africa, Asia, Australia, and Latin America through our acquisition of Daymon and strategic partnership with Smollan.

Broad Suite of Complementary Services and Technology Solutions Tailored to Client Needs

Based on insight we have gained as a strategic intermediary between manufacturers and retailers, we have built what we believe to be a broad suite of technology-enabled services, allowing our associates to create coordinated, innovative, multi-service solutions designed to achieve our clients’ business objectives.

As our clients’ needs have evolved, we have responded by expanding into new services in order to more effectively serve clients. For example, in 2000, we expanded our offering from purely sales services to include marketing services, which leverage our expertise, network of relationships, data, insight, and technology to differentiate our marketing solutions. We began our marketing business after we observed the challenges our clients were experiencing while using traditional marketing agencies that were not effectively connecting brand marketing strategies, sales planning efforts, and retailer strategies. More recently, we have begun building a complementary suite of sellable technology and digital commerce solutions designed to address several major business drivers in our industry, including the continuous push for operational efficiency, e-commerce channel expansion, and the need to optimize online and in-store execution capabilities. In addition, in response to our retailer clients’ needs, we completed our acquisition of Daymon in December 2017 to enhance our portfolio of retailer-centric services, including private label development and management, merchandising, and experiential marketing services.

Differentiated and Proprietary Technology Infrastructure

Our proprietary technology infrastructure enables our associates to provide differentiated services that help us grow manufacturers’ and retailers’ businesses by leveraging data-driven insights to develop winning sales and marketing strategies and enable more effective and more efficient execution in-store and online.

Our technology supports our associates across a range of functions, and includes a proprietary analytics software suite that helps our associates analyze and apply vast amounts of industry data in the selling process and automate reporting. Our business and category managers use this software to efficiently develop insight-based portfolio strategies and sales plans for our clients.

Furthermore, our retail services associates use tablets with proprietary software that helps them optimize their workflow by routing and prioritizing store-level activities. This technology also enables our associates to utilize proprietary applications to perform functions such as recommending promotional display programs to store managers and illustrating potential store-level sales impact of their recommendations while in store.

Talented Associates and Performance-Based Culture

We believe that our talented associates and performance-based culture are important competitive advantages. We have a results-driven team of leaders with significant experience in the consumer, retail, sales, marketing, and technology industries.

We have made significant investments in training and leadership programs to ensure that we remain an attractive career choice for associates at every level. Our associate programs are complemented by our performance-based culture that we believe differentiates us from our competitors. Our culture is built on both internal and external transparency and accountability for results. We set clear objectives with our associates, analyze score-card performance, and reward associates who outperform. We strive to encourage and empower our associates to be proactive, creative, and entrepreneurial in providing solutions for our clients. We believe our encouragement and empowerment have contributed to the service innovation that has fueled our growth, and that our commitment to results and continuous improvement has produced long-term relationships with our clients that typically increase in scale and scope over time.

Our Growth Strategies

Our competitive strengths and industry leadership support our favorable economic model and enable us to pursue numerous growth opportunities. We intend to create value by continuing to invest in organic and inorganic growth initiatives in pursuit of the following key strategies:

Grow Our Client Relationships

Expand Existing Client Relationships

We have cultivated long-term, multi-service relationships across a diverse set of manufacturers and retailers. As we have broadened our service offerings, we have succeeded in expanding our client relationships. We believe significant opportunities remain to increase service penetration within our existing client base across our technology-enabled sales and marketing solutions. The long-term nature of our client relationships allows us to identify expansion opportunities and positions us to actively develop customized service arrangements to broaden the scope of those relationships.

Continue to Win New Clients

We have a strong track record of securing business from new clients. From 2012 through 2019, we won approximately 100 new client accounts and experiential marketing platforms with annual revenues between $0.5 million and $45.0 million per account. In aggregate, the estimated annualized revenues resulting from these wins was approximately $630.2 million. We estimate the annualized revenues based on specified contract value (e.g., a monthly retainer or fixed project fee) or a client’s historical sales (in the case of a commission-based arrangement). Of those accounts, approximately 33% were attributed to increased outsourcing among consumer goods manufacturers and retailers, and approximately 67% were attributed to consumer goods manufacturers and retailers switching from competitors. Moreover, as we expand the industries we serve to areas such as healthcare, financial services, and automotive, and as our addressable market continues to grow, we believe that we will continue to succeed in generating new business.

Pursue Channel Expansion and New Industry Opportunities

We believe there are significant growth opportunities within the e-commerce channel. In 2019, Dechert-Hampe estimated that the total United States e-commerce market was approximately $505 billion in 2018 and was expected to reach approximately $735 billion by 2023, representing a 7.8% CAGR, as online category penetration expands, mobile sales grow and order values increase. While categories such as books and music are already highly penetrated in the e-commerce channel, the grocery and personal care categories, which comprise the majority of the products we represent, remained relatively underpenetrated at approximately 8% penetration according to the 2019 Dechert-Hampe study. However, Dechert-Hampe estimated in 2019 that growth in e-commerce sales in both the online grocery and personal care categories were projected to accelerate through 2022 to approximately 20% and 10.5% per annum, respectively, with online grocery reaching approximately $35 billion domestically, by 2022. We believe changes in consumer shopping behavior during the COVID-19 pandemic may accelerate shoppers’ adoption of e-commerce platforms and we believe that our existing competencies and capabilities position us well to succeed as the channel becomes more meaningful for our clients and the categories we represent. Many of the core competencies that allow us to add value for clients in traditional retail channels are as relevant to effective sales and marketing in the e-commerce channel as they are to the brick-and-mortar retail channels. In addition, we have added talent and capabilities dedicated to selling, marketing and merchandising clients’ products in the e-commerce channel. Our e-commerce agency acquisitions have strengthened our relationships and capabilities in the channel, adding expertise in important areas such as sales and marketing plan development, headquarter and third-party sales, specialized search engine optimization, online review management, search engine marketing, enhanced content creation and promotion execution.

Outside of the consumer goods manufacturing industry and traditional retail channels, we believe there is an opportunity to market our services to companies in other industries, such as automotive, education, entertainment, healthcare, specialty pet and travel.

Continue to Enhance Our Solutions and Expand Into Logical Adjacencies

We believe that we have a significant opportunity to leverage our position as a strategic intermediary between manufacturers and retailers to develop new and innovative outsourced solutions.

Since 2014 we have focused on developing technology and digital commerce solutions to help consumer goods manufacturers and retailers find operational efficiencies; create, produce, and distribute compelling content; and successfully market their products in an increasingly omni-channel environment. We believe there is an opportunity for further development in this area.

We also believe there is an opportunity to develop new value-added marketing services. The marketing capabilities we have added in recent years include a paid search marketer, two digital marketing agencies, and a dedicated media solutions team specializing in targeted mobile advertising. As marketing spend migrates away from television, where traditional advertising agencies have historically held competitive advantages, and toward the disciplines where we have built our reputation and can differentiate our services through our understanding and connectivity to retail (i.e., promotional, shopper, experiential and digital marketing), we believe we are well-positioned to add value for clients with new demand creation services such as brand identity, content, and packaging design. Moreover, the growing relevance of smaller, emerging brands has created a sizeable market opportunity for us to apply the full array of our capabilities.

Pursue Additional Strategic and Financially Attractive Acquisitions

We have a track record of successfully identifying, acquiring, and integrating businesses that expand our solutions offering, sales channels, client relationships, and geographic markets, while achieving synergies and generating attractive returns that are well in excess of our cost of capital. Using our disciplined approach for screening and evaluating potential opportunities, we intend to continue to seek strategically and financially attractive acquisition targets that provide us with new capabilities.

Further Develop Our International Platform

We believe that growing our international presence will allow us to offer integrated outsourcing solutions for multinational manufacturers and retailers and to provide those clients a single strategic partner with an understanding of their global businesses. We have made strategic minority investments in Smollan and established a joint venture with Smollan in Europe. While the majority of our business is concentrated in the United States and Canada, these investments and our acquisition of Daymon have provided us with growth opportunities in several markets throughout Africa, Asia, Australia, Europe, and Latin America. We plan to further expand our global presence through both strategic investments and acquisitions. As we deepen our penetration of these existing markets and enter new geographies, we expect to focus on acquiring knowledge of local market dynamics while also leveraging our deep understanding of how to create a consolidated platform to service the outsourcing needs of large clients.

Dechert-Hampe estimated in 2019 that the market for addressable sales segment services and the in-store activation portion of our marketing services in the international markets where we operate was approximately $6.7 billion in 2018 and had grown at a CAGR of 2.7% over the past five years (excluding exchange rate effects). They projected in 2019 that these markets would grow, in aggregate, at approximately 3% annually over the next five years, driven by gross domestic product growth and the maturation of retail business models in certain geographies.

Utilize Technology and Scale to Drive Efficiencies in Operations

We believe our scale and continued investment in technology enable us to achieve operational excellence and capture productivity improvements. We consider technological innovation to be a critical component of our strategy, allowing us to provide superior execution at scale and deliver data-driven insights to grow our clients’ businesses. We believe that with our talent, entrepreneurial culture, and willingness to invest in our future, we are positioned to continue to develop new technologies that will differentiate our service offering from our competitors.

Corporate Information

We are a corporation initially formed under the laws of the State of Delaware in June 2014 solely for the purpose of the 2014 Topco Acquisition. On July 25, 2014, Advantage acquired (the “2014 Topco Acquisition”) Advantage Sales & Marketing Inc. from AGS Topco Holdings, L.P. and its private equity sponsor, Apax Partners. As a result of the 2014 Topco Acquisition, Advantage Sales & Marketing Inc. became a wholly owned indirect subsidiary of Advantage, which prior to the business combination is a wholly owned direct subsidiary of Topco. From an accounting perspective, the 2014 Topco Acquisition represented a recapitalization of our equity interests by equity funds affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, and Juggernaut Capital Partners. Accordingly, the assets and liabilities acquired were recorded at fair value for the interests acquired by our new investors and the results of our operations prior to the 2014 Topco Acquisition have been presented as our Predecessor period. The units of Topco are held by such equity funds, as well as by certain entities that are or are controlled by equity funds affiliated with or advised by Centerview Capital, by members of Advantage’s management and by the primary prior equity holders of Daymon (including an equity fund advised by Bain Capital, and Yonghui Investment Limited, each of which acquired units of Topco as consideration for the Daymon Acquisition). Through its ownership of our common stock, Topco controls us, and after the consummation of the Transactions, will, in combination with the Sponsor, continue to control us.

Our corporate headquarters are located at 18100 Von Karman Avenue, Suite 1000, Irvine, California 92612. Our telephone number is (949) 797-2900. Our principal website address is www.advantagesolutions.net. The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.

Trademarks

This proxy statement includes our trademarks, trade names, and service marks, which are protected under applicable intellectual property laws and are our property. This proxy statement also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this proxy statement may appear without the ^®, TM, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Market Data

Information contained in this proxy statement concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys, and forecasts, as well as a market study prepared for us by Dechert-Hampe in 2019), and management estimates. Management estimates are derived from publicly available

information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. We are responsible for all of the disclosures in this proxy statement, and although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Estimates of industry and market data by Dechert-Hampe referred to herein are derived from a study prepared for us by Dechert-Hampe and represent research opinions of Dechert-Hampe. The estimates of Dechert-Hampe referred to herein are based on historical data that speaks as of May 31, 2019 or earlier (and not as of the date of this proxy statement). The markets that are the subject of the Dechert-Hampe market study may have changed significantly since May 31, 2019 and earlier time periods as a result of the passage of time and the COVID-19 pandemic.

Non-GAAP Financial Measures

Certain financial measures presented in this proxy statement, such as Adjusted EBITDA, Adjusted EBITDA by segment and Adjusted Net Income are supplemental measures of our operating performance that are not recognized under GAAP. We define these terms as follows:

The foregoing are included in this proxy statement because our management uses them as key operating measures to assess our financial performance. These measures adjust for items that we believe do not reflect the

ongoing operating performance of our business, such as certain noncash items, unusual or infrequent items or items that change from period to period without any material relevance to our operating performance. We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA.

Adjusted EBITDA, Adjusted EBITDA by segment and Adjusted Net Income may also be used by analysts, investors, and other interested parties to evaluate companies in our industry. Our measures of Adjusted EBITDA, Adjusted EBITDA by segment and Adjusted Net Income are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation. See “— Advantage’s Summary Historical Financial Data” for a reconciliation of each of these metrics to the most comparable GAAP metric.

The foregoing are not GAAP measures of our financial performance and should not be considered as alternatives to net income (loss) as a measure of financial performance, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA, Adjusted EBITDA by segment and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, Adjusted EBITDA, Adjusted EBITDA by segment and Adjusted Net Income are not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect tax payments, debt service requirements, capital expenditures, and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. We compensate for these limitations by using the non-GAAP financial measures noted above to supplement our most directly comparable measure presented on a GAAP basis.

CONYERS PARK’S SUMMARY HISTORICAL FINANCIAL INFORMATION

Conyers Park is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Transactions.

Conyers Park’s balance sheet data as of December 31, 2019 and statement of operations data for the period from May 2, 2019 (inception) through December 31, 2019 are derived from Conyers Park’s audited financial statements, included elsewhere in this proxy statement. Such data as of and for the period ended June 30, 2020 are derived from Conyers Park’s unaudited financial statements, included elsewhere in this proxy statement.

The information is only a summary and should be read in conjunction with Conyers Park’s financial statements and related notes and “Other Information Related to Conyers Park” and “Conyers Park’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of Conyers Park. The information is only a summary and should be read in conjunction with Conyers Park’s financial statements and related notes and “Other Information Related to Conyers Park” and “Conyers Park’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results, and the results for any interim period included below and elsewhere in this proxy statement are not indicative of the future performance of Conyers Park.

Consolidated Statements of Operations Data

Balance Sheet Data

ADVANTAGE’S SUMMARY HISTORICAL FINANCIAL INFORMATION

Unless otherwise indicated or the context otherwise requires, references in this section to the company, “we,” “us,” or “our” and other similar terms refer to Advantage and its consolidated subsidiaries prior to the consummation of the business combination.

The following table sets forth our summary historical financial information for the periods and dates indicated. Our summary historical financial information as of and for the years ended December 31, 2019, 2018 and 2017 and as of June 30, 2020 and for the six-month periods ended June 30, 2020 and 2019 has been prepared in accordance with GAAP. The balance sheet data as of December 31, 2019 and 2018 and the statements of comprehensive (loss) income for the years ended December 31, 2019, 2018 and 2017 have been derived from our audited consolidated financial statements included elsewhere in this proxy statement. The balance sheet data as of December 31, 2017 have been derived from our audited consolidated financial statements not included in this proxy statement. The balance sheet data as of June 30, 2020 and the statements of comprehensive loss for the six-month periods ended June 30, 2020 and 2019 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of our management, include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the information set forth herein. Interim financial results are not necessarily indicative of results for the full year or any future reporting period.

Selected Statement of Comprehensive (Loss) Income Data

We supplementally present Adjusted EBITDA and Adjusted EBITDA by segment because they are key operating measures used by us to assess our financial performance. These measures adjust for items that we believe do not reflect the ongoing operating performance of our business, such as certain noncash items, unusual or infrequent items or items that change from period to period without any material relevance to our operating performance. We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA. None of Adjusted EBITDA or Adjusted EBITDA by segment should be considered as an alternative for our most directly comparable measure presented on a GAAP basis.

A reconciliation of net (loss) income to Adjusted EBITDA is provided in the following table:

Financial information by segment, including a reconciliation of operating income, the closest GAAP financial measure, to Adjusted EBITDA by segment is provided in the following table:

We supplementally present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period. Adjusted Net Income should not be considered as an alternative for our most directly comparable measure presented on a GAAP basis. A reconciliation of net (loss) income to Adjusted Net Income is provided in the following table: