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SPROUTS FARMERS MARKET, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

August 13, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On August 12, 2014, Sprouts Farmers Market, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), and the selling stockholders named in Schedule II thereto (collectively, the "Selling Stockholders"), relating to the public offering of 15,000,000 shares of the Company's common stock, par value $0.001 per share (the "Offering"), by the Selling Stockholders at a public offering price of $30.00 per share. Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to an additional 2,250,000 shares of the Company's stock from the Selling Stockholders.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholders. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The Company will not receive any proceeds from the sale of shares by the Selling Stockholders. The Company will pay the expenses, other than underwriting discounts, associated with the sale of shares by the Selling Stockholders. The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-198039) filed with the Securities and Exchange Commission on August 11, 2014, and the related prospectus supplement and accompanying prospectus. The Offering is expected to close on or about August 18, 2014, subject to customary closing conditions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated August 12, 2014, by and among Sprouts Farmers Market, Inc., Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named in Schedule I thereto, and the selling stockholders named in Schedule II thereto 5.1 Opinion of Morgan, Lewis & Bockius, LLP 23.1 Consent of Morgan, Lewis & Bockius, LLP (included in Exhibit 5.1 hereto)



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Source: Edgar Glimpses


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