American Vanguard Corp 8-K, filed May 8, 2025
American Vanguard Corp (AVD)
About this 8-K
American Vanguard Corp filed this 8-K on May 8, 2025, reporting on events of May 7, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| 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 pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Exchanges | ||
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 12b02 of the Securities Exchange Act of 1934 (§240.12b02 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 1.01 | Entry into a Material Definitive Agreement |
On May 7, 2025, AMVAC Chemical Corporation (“AMVAC”), principal operating subsidiary of American Vanguard Corporation (“Registrant” or the “Company”), as borrower, and affiliates (including Registrant), as guarantors and/or borrowers, entered into Amendment Number Ten (the “Amendment”) to the Third Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with a group of commercial lenders led by BMO Bank, N.A. (successor to the Bank of the West), as administrative agent for the lenders.
The Amendment extends the due date by which the Registrant is required to deliver to the agent and lenders under the Loan Agreement the Registrant’s annual audited financial statements for the fiscal year ended December 31, 2024 from 120 days to 150 days following the end of the fiscal year and the Registrant’s quarterly unaudited financial statements for the fiscal quarter ended March 31, 2025 from 45 days to 60 days following the end of such fiscal quarter. The Amendment did not change the 90-day period for any future fiscal year nor the 45-day period for any future fiscal quarter. In connection with the Amendment, the Company received a waiver of an event of default under the Loan Agreement due to its failure to provide the annual audited financial statements within the previously extended due date of 120 days following the end of the fiscal year up from 90-days.
The Amendment also amended the amount of borrowing capacity under the revolving credit facility by reducing that capacity by $60,000,000 through the Revolver Commitment Termination Date. This amendment changed the prior reduction in borrowing capacity pursuant to the Eighth Amendment dated on March 12, 2025, which had reduced the borrowing capacity under the revolving credit facility by $50,000,000 through June 30, 2025, $40,000,000 from July 1, 2025 through December 31, 2025, and $75,000,000 from January 1, 2026 through the Revolver Commitment Termination Date.
The foregoing summary is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Cautionary Statement Regarding Forward-Looking Statements
The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this Current Report on Form 8-K, the matters set forth herein include forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” These forward-looking statements are based on the current expectations and estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include statements regarding the Company’s expectations regarding the timing and ability to file the Company’s Form 10-K and Form 10-Q and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this Current Report on Form 8-K represent the Company’s judgment as of the date of this Current Report on Form 8-K. The company disclaims any intent or obligation to update these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 10.1 | Amendment Number Ten to the Third Amended and Restated Loan and Security Agreement dated as of May 7, 2025, by and among Registrant, AMVAC Chemical Corporation, certain other direct and indirect subsidiaries of Registrant and the senior lending group parties thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||||
| Date: May 8, 2025 | ||||||
| By: | /s/ Timothy J. Donnelly | |||||
| Timothy J. Donnelly | ||||||
| Chief Information Officer, General Counsel & Secretary | ||||||
3
Exhibit 10.1
Execution Version
AMENDMENT NUMBER TEN TO
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER
This AMENDMENT NUMBER TEN TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) is dated as of May 7, 2025, and is entered into by and among AMERICAN VANGUARD CORPORATION, a Delaware corporation (“Holdco”), AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower Agent”), AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands (“AMVAC B.V.”, and together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the direct and indirect subsidiaries of Holdco party to this Amendment as guarantors (collectively, the “Guarantors”), the financial institutions party to this Amendment as lenders (collectively, “Lenders”), BMO BANK, N.A., as successor in interest to BANK OF THE WEST (“BMO”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
RECITALS
WHEREAS, Holdco, Borrowers, Lenders, and Agent are parties to that certain Third Amended and Restated Loan and Security Agreement, dated as of August 5, 2021 (as amended, modified, or restated from time to time, the “Loan Agreement”).
WHEREAS, an Event of Default has occurred under Section 10.1.2(a) of the Loan Agreement (the “Existing Event of Default”) as a result of Borrower’s failure to deliver a consolidated balance sheet of Holdco and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2024 within 120 days of the end of such Fiscal Year.
WHEREAS, Agent and the Required Lenders have agreed to (i) amend the Loan Agreement pursuant to the terms of this Amendment, and (ii) waive the Existing Event of Default.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties agree as follows:
1. DEFINITIONS. All terms which are defined in the Loan Agreement shall have the same definition when used herein unless a different definition is ascribed to such term under this Amendment, in which case, the definition contained herein shall govern.
2. AMENDMENT. The Loan Agreement is amended in the following respects:
2.1 Modification of Availability Block. Section 1.1 of the Loan Agreement is hereby amended by amending and restating the defined term “Availability Block” in its entirety to read as follows:
“Availability Block”: (a) $60,000,000 for the period commencing on May 7, 2025 and continuing through the Revolver Commitment Termination Date.
1
2.2 Extension of Due Date for Audited FYE Financial Statements. Section 10.1.2(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
(a) within one hundred fifty (150) days after the end of the Fiscal Year ended December 31, 2024, and within ninety (90) after the end of each Fiscal Year thereafter, a consolidated balance sheet of Holdco and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and in the case of such consolidated statements, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing acceptable to Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than a qualification or exception for the Fiscal Year ending within twelve (12) months immediately preceding the scheduled maturity of the Loans solely as a result of such scheduled maturity);
2.3 Extension of Due Date for Quarterly Financial Statements. Section 10.1.2(b) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
(b) within sixty (60) days after the end of the Fiscal Quarter of Holdco ending March 31, 2025, and within forty-five (45) days after the end of each of the Fiscal Quarters of each Fiscal Year of Holdco thereafter (except any Fiscal Quarter end that is also a Fiscal Year end), beginning with the Fiscal Quarter ending September 30, 2021, a consolidated balance sheet of Holdco and its Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of Holdco’s Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and in the case of such consolidated statements, certified by a Senior Officer of Holdco as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdco and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
3. WAIVER. Effective solely upon the satisfaction of each of the conditions precedent set forth in Section 4 below, Agent and the Required Lenders signatory hereto hereby waive the Existing Event of Default. The waiver contained in this Section 3 is a limited waiver and (i) shall only be relied upon and used for the specific purpose set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (a) any Default or Event of Default or (b) any term or condition of the Loan Agreement and the other Loan Documents, (iii) shall not constitute nor be deemed to constitute a consent by the Agent or any Lender to anything other than the specific purpose set forth herein and (iv) shall not constitute a custom or course of dealing among the parties hereto.
2
4. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT.
4.1 This Amendment shall become effective only upon satisfaction in full of the following conditions precedent:
A. Agent shall have received counterparts to this Amendment, duly executed by the Agent, the Borrowers, and the Required Lenders, as applicable.
B. Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Agent in connection with this Amendment, including legal fees and expenses of Agent’s counsel.
5. REPRESENTATIONS AND WARRANTIES. Holdco and each of the Borrowers hereby affirm to Agent and the Lenders:
5.1 All of Holdco and Borrowers’ representations and warranties set forth in the Loan Agreement are true and correct in all material respects (or all respects if already qualified by materiality) as of the date hereof (except for any representations and warranties that expressly relate to an earlier date).
5.2 Except for the Existing Event of Default, no event has occurred and is continuing or would result from the consummation of the transactions contemplated hereby that would constitute a Default or an Event of Default.
6. LIMITED EFFECT. Except for the specific amendments contained in this Amendment, the Loan Agreement shall remain unchanged and in full force and effect.
7. RELEASE BY HOLDCO, BORROWERS AND GUARANTOR. Holdco, Borrowers and Guarantors (collectively, the “Obligors”), for themselves, and for their respective agents, servants, officers, directors, shareholders, members, employees, heirs, executors, administrators, agents, successors and assigns forever release and discharge Agent and Lenders and their agents, servants, employees, accountants, attorneys, shareholders, subsidiaries, officers, directors, heirs, executors, administrators, successors and assigns from any and all claims, demands, liabilities, accounts, obligations, costs, expenses, liens, actions, causes of action, rights to indemnity (legal or equitable), rights to subrogation, rights to contribution and remedies of any nature whatsoever, known or unknown, which Obligors have, now have, or have acquired, individually or jointly, at any time prior to the date of the execution of this Amendment, including specifically, but not exclusively, and without limiting the generality of the foregoing, any and all of the claims, damages, demands and causes of action, known or unknown, suspected or unsuspected by Obligors which:
7.1 Arise out of the Loan Documents;
3
7.2 Arise by reason of any matter or thing alleged or referred to in, directly or indirectly, or in any way connected with, the Loan Documents; or
7.3 Arise out of or in any way are connected with any loss, damage, or injury, whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Agent or any Lender or any party acting on behalf of Agent or any Lender committed or omitted prior to the date of this Amendment.
8. GOVERNING LAW. This Amendment shall be governed by the laws of the State of New York.
9. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment.
[Signatures are on the following pages]
4
IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date set forth above.
| HOLDCO AND GUARANTOR: | ||
| AMERICAN VANGUARD CORPORATION, a Delaware corporation | ||
| By: | /s/ David T. Johnson | |
| Name: | David T. Johnson | |
| Title: | V.P., CFO & Treasurer | |
| BORROWERS: | ||
| AMVAC CHEMICAL CORPORATION, | ||
| a California corporation | ||
| By: | /s/ Timothy J. Donnelly | |
| Name: | Timothy J. Donnelly | |
| Title: | Director | |
| AMVAC NETHERLANDS B.V. | ||
| a besloten vennootschap met beperkte aansprakelijkheid, organized under the laws of the Netherlands | ||
| By: | /s/ Peter Eilers | |
| Name: | Peter Eilers | |
| Title: | Managing Director | |
| GUARANTORS: | ||
| GEMCHEM, INC., | ||
| a California corporation | ||
| By: | /s/ Timothy J. Donnelly | |
| Name: | Timothy J. Donnelly | |
| Title: | Vice President, General Counsel and Secretary | |
| 2110 DAVIE CORPORATION, | ||
| a California corporation | ||
| By: | /s/ Timothy J. Donnelly | |
| Name: | Timothy J. Donnelly | |
| Title: | Vice President, CIO, General Counsel and Secretary | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver
| AGRINOS, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Timothy J. Donnelly | |
| Name: | Timothy J. Donnelly | |
| Title: | CIO, General Counsel and Secretary | |
| ENVANCE TECHNOLOGIES, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Timothy J. Donnelly | |
| Name: | Timothy J. Donnelly | |
| Title: | CAO, General Counsel and Secretary | |
| OHP, INC., | ||
| a California corporation | ||
| By: | /s/ Timothy J. Donnelly | |
| Name: | Timothy J. Donnelly | |
| Title: | CIO, General Counsel and Secretary | |
| TYRATECH, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Timothy J. Donnelly | |
| Name: | Timothy J. Donnelly | |
| Title: | CIO, General Counsel and Secretary | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver
| AGENT AND LENDERS: | ||
| BMO BANK, N.A., as successor in interest to BANK OF THE WEST, | ||
| as Agent (with the consent of the Required Lenders) and as a Revolver Loan Lender and Issuing Bank | ||
| By: | /s/ Arthur Martinez | |
| Name: | Arthur Martinez | |
| Title: | Vice President | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver
| AGCOUNTRY FARM CREDIT SERVICES, FLCA, | ||
| as a Lender | ||
| By: | /s/ Eric Born | |
| Name: | Eric Born | |
| Title: | Vice President Capital Markets | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver
| COMPEER FINANCIAL, PCA, as a Lender | ||
| By: | /s/ Daniel J. Best | |
| Name: | Daniel J. Best | |
| Title: | Director, Capital Markets | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver
| BANK OF MONTREAL, CHICAGO BRANCH, as a Lender | ||
| By: | /s/ Arthur Martinez | |
| Name: | Arthur Martinez | |
| Title: | Vice President | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver
| COBANK, ACB, | ||
| as a Lender | ||
| By: | /s/ Conrado Lima | |
| Name: | Conrado Lima | |
| Title: | VP - Corporate Banking | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver
| GREENSTONE FARM CREDIT SERVICES, FLCA, as a Lender | ||
| By: | /s/ Jeremy Reineke | |
| Name: | Jeremy Reineke | |
| Title: | VP & Managing Director | |
Amendment Number Ten to Third Amended and Restated Loan and Security Agreement and Waiver