UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): September 1730, 2020

CRAFT BREW ALLIANCE, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Washington	~~0-26542~~	910-~~1141254~~26542		91-1141254
(State or Other Jurisdiction of Incorporation)	~~(Commission file number)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification No.~~Number)		(IRS Employer Identification No.)

929 North Russell Street

Portland, OR 97227-1733

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, ~~Zip~~including ~~Code~~zip code)

(503) 331-7270

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~registrants under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities ~~Registered~~registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
(Title of each class)		(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, $0.005 par value	BREW	The NASDAQ Stock Market LLC
Common Stock, par value $0.005		BREW	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Introductory 1Note.~~01. Entry into a Material Definitive Agreement.~~

On September 1730, 2020, Craft Brew Alliance, Inc., a Washington corporation (the “Company”), and ~~Bank~~Anheuser-Busch ofCompanies, ~~America~~LLC, ~~N.A.~~a Delaware limited liability company (“~~BofA~~ABC”), ~~executed~~completed athe ~~Sixth~~previously ~~Amendment~~announced (merger of the ~~“Amendment”)~~ companies. Pursuant to the ~~Amended~~terms of the Agreement and ~~Restated~~Plan ~~Credit~~of ~~Agreement~~Merger, dated as of November 30 11, ~~2015~~2019 (the “~~Credit~~ Merger Agreement”), by and among ~~the~~ABC, ~~Company~~Barrel Subsidiary, ~~as borrower~~Inc., ~~its~~a ~~subsidiaries~~Washington ascorporation ~~guarantors,~~ and ~~BofA~~a aswholly ~~lender.~~owned ~~The~~subsidiary ~~primary~~of ~~change effected~~ABC by(“Merger Sub”), and the Company, ~~Amendment~~Merger Sub was tomerged ~~revise~~with and into the ~~financial~~Company ~~covenants~~(the ~~contained~~“Merger”), inwith ~~Section~~the ~~7.11~~Company ofsurviving the Merger ~~Credit~~and ~~Agreement~~continuing as a wholly owned subsidiary of ABC.

~~The~~On ~~Credit~~September ~~Agreement provides for a $45~~29,~~000,000 reducing~~ ~~revolving facility~~2020, ~~including~~the aCompany ~~$2,500,000~~filed ~~sublimit for~~ the ~~issuance~~Articles of ~~standby letters of credit, as well as a term loan~~Merger ~~facility~~with in the ~~amount~~Secretary of ~~$8,035,465~~State as of the ~~date~~State of ~~this~~Washington, ~~report.~~pursuant ~~The maximum amount of the revolving facility is subject~~ to ~~loan~~ ~~commitment~~which ~~reductions in~~ the ~~amount~~Merger ofbecame ~~$750,000~~effective ~~each~~at ~~quarter~~5:00 ~~beginning March 31~~a.m., ~~2021.~~Pacific ~~The Company may use the proceeds of~~time, ~~the~~on ~~credit~~September ~~facility for general corporate purposes~~30, ~~including~~2020 ~~capital expenditures. The term of~~ (the ~~credit~~"Effective ~~facility expires on September 30, 2023~~Time").

AsAt ~~amended,~~ the ~~Credit~~Effective ~~Agreement requires~~Time, ~~the~~each ~~Company~~issued toand ~~satisfy~~outstanding ~~the~~share ~~following financial covenants: (i) on or after the earliest to occur~~ of ~~October~~common 1stock, ~~2020~~par orvalue ~~the~~$0.005 ~~termination of~~per ~~that~~share, ~~certain Agreement and Plan~~ of ~~Merger~~the Company (the “~~A-B Merger~~Shares”), (other ~~dated~~than as(i) Shares ofowned ~~November~~by 11ABC, ~~2019,~~Merger bySub ~~and~~or ~~among the~~any ~~Company,~~other ~~Barrel~~direct ~~Subsidiary,~~or ~~Inc.,~~indirect ~~and~~wholly ~~Anheuser-Busch~~owned ~~Companies,~~subsidiary ~~LLC~~of (“ABC”), aand ~~Consolidated Leverage Ratio~~Shares ofowned ~~3.50~~by tothe ~~1.00;~~Company ~~(ii) on~~ or ~~after~~any ~~the~~direct ~~earliest~~or toindirect ~~occur~~wholly ofowned ~~October~~subsidiary ~~1, 2020 or the termination~~ of the ~~A-B Merger~~Company, aand ~~Consolidated Fixed~~in ~~Charge~~each ~~Coverage~~case ~~Ratio~~not ofheld ~~1.20~~on tobehalf ~~1.00;~~of third parties, and (~~iii~~ii) Shares onwith arespect ~~trailing~~to ~~four-quarter~~which ~~basis~~dissenters’ atrights ~~September~~have ~~30,~~been ~~2020,~~validly aexercised ~~minimum~~in ~~Consolidated EBITDA~~accordance ofwith ~~$3,000,000.~~Washington law ~~Failure~~(the to“Excluded ~~maintain~~Shares”)) ~~compliance~~was ~~with~~converted ~~these~~into ~~covenants~~the isright anto ~~event~~receive of$16.50 ~~default~~per ~~and~~share ~~would~~in ~~give~~cash, ~~BofA~~without any interest (the ~~right to~~“Merger ~~declare~~Consideration”). At the ~~entire~~Effective ~~outstanding~~Time, ~~loan~~all ~~balance~~of ~~immediately~~the ~~due~~Shares ~~and~~that ~~payable.~~were ~~Except~~converted into asthe ~~specifically~~right ~~amended~~to byreceive the ~~Amendment,~~Merger ~~the Credit~~Consideration ~~Agreement~~ceased ~~remains~~to inbe ~~full~~outstanding, ~~force~~were cancelled and ~~effect~~ceased ~~according~~ to ~~its terms~~exist.

~~The~~In ~~foregoing~~connection ~~description~~with the closing of the ~~Amendment~~Merger, each then outstanding isoption ~~qualified~~to inpurchase ~~its~~Shares ~~entirety~~(a by“Company ~~reference~~Option”), whether vested or unvested, that was granted under one of the Company’s stock plans and that had an exercise price equal to or below the ~~full~~Merger ~~text~~Consideration was cancelled and converted into the right to receive (without interest) cash equal to the product of (i) the ~~Amendment~~number of Shares subject to the Company Option immediately prior to the Effective Time, amultiplied ~~copy~~by (ii) the excess, if any, of ~~which~~(A) isthe ~~filed~~Merger asConsideration ~~Exhibit~~over (B) 10the exercise price per Share of such Company Option, less applicable tax withholding.1 toEach ~~this~~Company ~~report~~Option for which the exercise ~~and~~price isper ~~incorporated~~Share ~~herein~~was byequal ~~reference~~to or greater than the Merger Consideration was cancelled at the Closing without payment of consideration.

~~Item~~In 2addition, each outstanding restricted stock unit award corresponding to Shares (a “Company RSU Award”) was cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the number of Shares subject to such Company RSU Award, multiplied by (ii) the Merger Consideration, less applicable tax withholding.~~03.~~ ~~Creation~~To the extent outstanding at the time of the Merger’s completion, the number of Shares subject to a ~~Direct~~Company ~~Finance~~RSU ~~Obligation~~Award orequated anto ~~Obligation~~(x) ~~under~~33% anof ~~Off~~the number of Shares that would be earned based on target performance for Company RSU Awards for the 2017-~~Balance~~2019 ~~Sheet~~performance ~~Arrangement~~cycle, and (y) 100% of athe ~~Registrant~~number of Shares that would be earned on target performance for Company RSU Awards for the 2018-2020 and 2019-2021 performance cycles.

~~The~~A ~~information~~copy ~~set~~of ~~forth~~the inMerger ~~Item~~Agreement 1was filed as Exhibit 2.011 to the ofCurrent ~~this~~Report ~~report~~on isForm 8-K filed by ~~this~~the ~~reference~~Company with the Securities and Exchange Commission (the “SEC”) on November 12, 2019, and is incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in ~~this~~its ~~Item~~entirety 2by reference to the full text of the Merger Agreement.~~03.~~

~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~2

OnItem ~~September~~1.02. ~~17,~~Termination ~~2020,~~of ~~the Company entered into an amended and restated employment agreement (the “Employment Agreement”) and~~ a ~~retention~~Material ~~award~~Definitive ~~agreement (the “Retention~~ Agreement~~”) with Kenneth C~~. ~~Kunze, the Company’s Vice President and Chief Marketing Officer.~~

~~The~~Credit ~~Employment~~ Agreement provides for a term ending on June 30, 2021. Under the agreement, Mr. Kunze is entitled to an annual base salary of $285,000 per year, annual cash incentive compensation, health and other employee benefits and stock-based awards as approved by the Compensation Committee under the Company’s executive compensation program. The Employment Agreement also provides for participation in all of the Company’s employee benefit programs for which Mr. Kunze is eligible, including the Company’s 401(k) plan. Under the Employment Agreement, Mr. Kunze is entitled to severance equal to one year of base salary following termination of his employment by the Company without cause or by Mr. Kunze for good reason (each, a “Qualifying Termination”). The severance is payable in twelve equal monthly installments and is conditioned upon Mr. Kunze signing a general release in favor of the Company.

~~The~~On ~~Retention~~September ~~Agreement~~30, 2020, in connection with ~~Mr.~~the ~~Kunze~~consummation ~~provides~~of the ~~for~~Merger, athe ~~retention~~Company caused to be repaid all outstanding amounts owed under, and terminated, the existing Amended and Restated ~~bonus~~Credit ofAgreement ~~$149~~(as amended,~~500~~ ~~payable~~amended and restated, supplemented or otherwise modified from time to ~~Mr.~~time), ~~Kunze~~dated ~~upon~~as aof ~~Qualifying~~November 30, ~~Termination~~2015 on(the or“Credit ~~after~~Agreement”), by and among the ~~closing~~Company as borrower, its subsidiaries as guarantors and Bank of ~~the~~America, N.A-B. ~~Merger~~as ~~and~~lender. ~~prior~~Upon totermination of the ~~first~~ ~~anniversary~~Credit Agreement, all of the ~~A-B~~guarantees ~~Merger~~of the obligations under the Credit Agreement were terminated and all liens granted under the Credit Agreement were released.

Item -2-.01. Completion of Acquisition or Disposition of Assets.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As a result of the Merger, all Shares were cancelled and, other than the Excluded Shares, were converted into the right to receive the Merger Consideration. Accordingly, on September 29, 2020, the Company requested that the NASDAQ Global Select Market (“NASDAQ”) suspend the Shares from trading effective as of the open of trading on September 30, 2020, remove the Shares from listing on NASDAQ and file with the SEC an application on Form 25 to report the delisting of Shares from NASDAQ. NASDAQ has informed the Company that on September 30, 2020, in accordance with the Company’s request, NASDAQ filed the Form 25 with the SEC in order to provide notification of such delisting and to effect the deregistration of Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 with respect to the Shares, requesting the deregistration of Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note, Item 1.02, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Change in Control of Registrant.

As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of ABC. The aggregate Merger Consideration was approximately $228 million, which ABC funded through existing debt facilities. The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, Timothy P. Boyle, Marc J. Cramer, Paul D. Davis, Matthew E. Gilbertson, Kevin R. Kelly, David R. Lord, Nickolas A. Mills and Jacqueline S. Woodward resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.

In addition, immediately following the Effective Time, Andrew J. Thomas (in his capacity as Chief Executive Officer), Derek Y. Hahm (in his capacity as Vice President, Sales and Brewpubs), Kenneth C. Kunze (in his capacity as Vice President, Chief Marketing Officer), J. Scott Mennen (in his capacity as Vice President, Chief Operating Officer), Daniel J. Partelow (in his capacity as Vice President, Commercial Development), Peter W. Schauf (in his capacity as Vice President, International), Marcus H. Reed (in his capacity as Corporate Secretary) and Mary Ann Frantz (in her capacity as Assistant Secretary) ceased to serve in their respective positions for the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated in their entirety (the “Charter”). The Charter is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, pursuant to the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were amended and replaced with references to the Company’s name. The bylaws are attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01.

Other Events.

On September 1830, 2020, the Company and ABC issued a joint press release announcing ~~that~~ the ~~U.S.~~completion ~~Department~~ of ~~Justice had agreed to clear~~ the ~~A-B~~ Merger~~, subject to conditions outlined in a consent decree~~. A copy of ~~this~~the press release is ~~filed~~attached ~~pursuant~~hereto ~~to this Item 8.01~~ as Exhibit 99.1 ~~to this report~~ and is incorporated ~~herein~~ by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:.

The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated November 11, 2019, among Craft Brew Alliance, Inc., Anheuser-Busch Companies, LLC and Barrel Subsidiary, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on November 12, 2019, and incorporated herein by reference).
3.1		Amended and Restated Certificate of Incorporation of Craft Brew Alliance, Inc.
3.2		Amended and Restated Bylaws of Craft Brew Alliance, Inc.
99.1		Joint Press Release of Craft Brew Alliance, Inc. and Anheuser-Busch Companies, LLC, dated as of September 30, 2020.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

10.1	Sixth Amendment to Amended and Restated Credit Agreement, dated September 17, 2020, by and among Craft Brew Alliance, Inc., its subsidiaries, and Bank of America, N.A.
99.1	Joint Press Release, dated September 18, 2020.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

~~-3-~~SIGNATURES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~CRAFT BREW ALLIANCE, INC.~~	CRAFT BREW ALLIANCE, INC.
Dated: September 21, 2020	By:	/s/ Edwin A. Smith
Date: September 30, 2020		By:	/s/ Marcus H. Reed
		Edwin A. Smith
		Name:	Marcus H. Reed
		Corporate Controller and Principal Accounting Officer
		Title:	General Counsel and Assistant Secretary

~~-4-~~6

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