| Item 1.01. | Entry into a Material Definitive Agreement |
As of April 22, 2020, AMVAC Chemical Corporation (“AMVAC”), our principal operating subsidiary, as borrower, and affiliates (including registrant), as guarantors and/or borrowers, entered into a Fifth Amendment to Second Amended and Restated Credit Agreement (the “Fifth Amendment”) with a group of commercial lenders led by Bank of the West (AMVAC’s primary bank) as agent, swing line lender and L/C issuer. Under the Fifth Amendment, among other things, while the term and loan commitments remain unchanged, the maximum permitted Consolidated Funded Debt Ratio (“CFD Ratio”) has been increased from3.25-to-1 to the following schedule:4.00-to-1 through September 30, 2020, stepping down to3.75-to-1 through December 31, 2020,3.5-to-1 through March 31, 2021 and3.25-to-1 thereafter. In addition, to the extent that it completes acquisitions totaling $15 million or more in any90-day period, AMVAC maystep-up the CFD Ratio by0.5-to-1, not to exceed4.25-to-1, for the next three full consecutive quarters. Finally, to the extent that a proposed acquisition is at least $30 million but less than $50 million, the consent of the Lead Agent is required. Larger acquisitions continue to require the consent of a majority of the Lenders. The Fifth Amendment is linked hereto as Exhibit 10.1 and incorporated by reference herein.
The information contained in this Current Report on Form8-K, including the Exhibits linked hereto, is being furnished under Items 1.01, 2.02, 8.01 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 2.02 | Results of Operations and Financial Condition |
On April 28, 2020, American Vanguard Corporation issued a press release in which it revised guidance on its financial performance for the quarter ended March 31, 2020. That press release is linked hereto as Exhibit 10.2 and incorporated by reference herein.
On April 28, 2020, American Vanguard Corporation issued a press release regarding its (and certain of its affiliates’) entry into the Fifth Amendment to the Second Amended and Restated Credit Agreement (as described in greater detail in Item 1.01 above). That press release is linked hereto as Exhibit 10.2 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
