SecProbe.io

United States securities and exchange commission logo
March 29, 2024
Rajnish Ohri
Co-Chief Executive Officer
Whole Earth Brands, Inc.
125 S. Wacker Drive, Suite 1250
Chicago, IL 60606
Re:Whole Earth Brands, Inc.
Schedule 13E-3 Filed March 15, 2024
File No. 005-90989
Dear Rajnish Ohri:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your filing, unless otherwise
indicated.
Schedule 13E-3 Filed March 15, 2024
General
1.In your response letter, please explain why you have not included Mr. Michael Franklin
and Mariposa Capital, LLC as filers on the Transaction Statement. Alternatively, add them
as filers and revise the Proxy Statement to include all information required as to them
individually by Schedule 13E-3.
2.We note that Sweet Oak Holdings LP is listed as a filing person, but is not included as a
signatory to the Transaction Statement. Please revise the signature pages of the
Transaction Statement to include Sweet Oak Holdings LP as a signatory.
3.We note multiple references in the Transaction Statement to a section entitled “Proposal 2:
The Compensation Proposal” in the Proxy Statement, whereas Proposal 2 is the
“Adjournment Proposal” in the Proxy Statement. Please revise or advise.
4.We note the employment agreements and offer letters between the Company and Messrs.
Robinson, Ohri, Fiaux, and Litman described beginning on page 63 of the Proxy

 FirstName LastNameRajnish Ohri
 Comapany NameWhole Earth Brands, Inc.
 March 29, 2024 Page 2
 FirstName LastNameRajnish Ohri
Whole Earth Brands, Inc.
March 29, 2024
Page 2
Statement. If any of them involve equity compensation, please file such employment
agreement or offer letter as an exhibit to the Transaction Statement, or otherwise advise.
See Item 16 of Schedule 13E-3 and Item 1016(d) of Regulation M-A.
Background of the Merger, page 24
5.On page 24 of the Proxy Statement, we note that the Whole Earth Board appointed Mr.
Michael Franklin to serve as a director of the Company effective August 25, 2022. Please
revise your disclosure to provide some background on how Mr. Franklin was appointed to
the Whole Earth Board. Describe any discussions or contacts between the Company and
the Sababa Holders or their affiliates regarding this appointment, providing dates and
appropriate context for any such contacts.
6.Refer to our last comment above. In your response letter, please advise us why the Sababa
Holders and their affiliates, including filing persons on this Transaction Statement,
continued to file on Schedule 13G until March 16, 2023, after Mr. Michael Franklin was
appointed to the Whole Earth Board and while they were continuing to accumulate
Company Common Stock leading up to their proposal to acquire the Company. See CDI
103.04 (September 14, 2009) under Exchange Act Sections 13(d) and 13(g) and
Regulation 13D-G Beneficial Ownership Reporting.
7.On page 28 of the Proxy Statement, we note that on October 6, 2023, Mr. Franklin sent a
letter to Mr. Simon whereby he resigned as Chief Executive Officer of the Company for
good reason and that the Whole Earth Board later accepted Mr. Franklin’s resignation, but
“disagreed with [his] categorization of the resignation as being for good reason.” Please
revise your disclosure to include Mr. Franklin’s stated reason for resigning and how this
disagreement regarding the nature of his resignation was resolved.
8.On pages 32-33 of the Proxy Statement, we note that certain “open issues” and “open
items” were discussed in various meetings between representatives and advisors of the
Special Committee and Sababa regarding the draft Merger Agreement from February 2,
2024 to February 11, 2024. Please revise your disclosure to specify these referenced open
issues/items and how they were resolved.
Reasons for the Merger; Recommendation of the Special Committee and the Disinterested
Directors, page 34
9.Please expand your disclosure in this section to explain the Company’s reasons for
undertaking the transaction at this time, as opposed to at any other time. See Item 7 of
Schedule 13E-3 and Item 1013(c) of Regulation M-A.
10.We note the reference to a "non-exhaustive list of material factors" considered by the
Special Committee on page 34 of the Proxy Statement. Please revise to include all
material factors considered, or to make clear that the list that follows includes them
all. Make corresponding changes elsewhere in the Proxy Statement, where similar
language appears.

 FirstName LastNameRajnish Ohri
 Comapany NameWhole Earth Brands, Inc.
 March 29, 2024 Page 3
 FirstName LastNameRajnish Ohri
Whole Earth Brands, Inc.
March 29, 2024
Page 3
11.Refer to our last comment above. Rather than simply listing the material factors
considered, expand to discuss how the Special Committee analyzed them. For example,
please explain how it considered the current and historical trading prices of the Company
Common Stock, in reaching its determination.
Opinion of Jefferies LLC, page 41
12.On page 41 of the Proxy Statement in the bullet points, you refer to “certain information
furnished to Jefferies by Company management and approved for Jefferies’ use by the
Company, including financial forecasts and analyses, relating to the business, operations
and prospects of the Company.” It is unclear from this disclosure whether such
information provided to Jefferies by Company management includes non-public
information beyond the Projections, which should be summarized in the Proxy Statement.
Please revise or advise.
13.Please revise the ‘Financial Analyses’ section, beginning on page 43 of the Proxy
Statement, to disclose the data underlying the results described in this section and to show
how that information resulted in the multiples and values disclosed. For example, disclose
(i) the transaction value and LTM EBITDA for each selected transaction that is the basis
for the multiples disclosed in the table on page 45 of the Proxy Statement with respect to
the “Selected Transactions Analysis’ and (ii) how the tables shown on pages 44 and 45 of
the Proxy Statement resulted in the Jefferies’ “selected range” of multiples used to
calculate implied per share equity values with respect to the ‘Selected Public Companies
Analysis’ and “Selected Transactions Analysis.’
Interests of Whole Earth's Directors and Executive Officers in the Merger, page 61
14.We note that Mr. Michael Franklin, a director of the Company, holds a profits interest in
Sababa, which is an affiliate of Parent and Merger Sub. Please revise this section to
discuss Mr. Franklin’s profits interest in Sababa.
Financing of the Merger, page 72
15.We note your description of the Equity Commitment on page 72 of the Proxy Statement.
Please expand upon this disclosure to include all material terms of the Equity
Commitment Letter, including the conditions to this equity investment in Newco in
connection with the Merger. See Item 10 of Schedule 13E-3 and Item 1007(b) of
Regulation M-A.
16.We note your description of the Debt Commitment on pages 72-73 of the Proxy
Statement. Please expand upon this disclosure to include the material terms of the term
loan facility contemplated by the Debt Commitment Letter, including any collateral as
well as the stated and effective interest rates. See Item 10 of Schedule 13E-3 and Item
1007(d)(1) of Regulation M-A.
The Merger Agreement, page 83

 FirstName LastNameRajnish Ohri
 Comapany NameWhole Earth Brands, Inc.
 March 29, 2024 Page 4
 FirstName LastName
Rajnish Ohri
Whole Earth Brands, Inc.
March 29, 2024
Page 4
17.We note the following disclosure on page 83 of the Proxy Statement: “This summary does
not purport to be complete . . .” and “The following description of the Merger Agreement
does not purport to be complete . . . .” Please revise to remove the implication that the
summary is not complete. While you may include appropriate disclaimers concerning the
nature of a summary generally, it must be complete in describing all material provisions.
You can direct investors to read Annex A to the Proxy Statement for a more complete
description.
Important Information Regarding the Purchaser Filing Parties, page 106
18.Please revise your disclosure in this section to include the information required by Item 3
of Schedule 13E-3 and Item 1003(c) of Regulation M-A for Sir Martin E. Franklin and
each natural person specified in General Instruction C to Schedule 13E-3, including
material occupations, positions, offices or employment during the past five years for such
person and his or her country of citizenship.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions