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
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| Item 1.01. | Entry into a Material Definitive Agreement |
On November 7, 2023, AMVAC Chemical Corporation (“AMVAC”), principal operating subsidiary of American Vanguard Corporation (“Registrant”), as borrower, and affiliates (including Registrant), as guarantors and/or borrowers, entered into Amendment Number Six to the Third Amended and Restated Loan and Security Agreement (the “Amendment”) with a group of commercial lenders led by BMO Bank NA (successor to the Bank of the West), as Lead Arranger and Book Runner. Under the terms of the Amendment, the two financial covenants (the Maximum Total Leverage Ratio or “MTLR” and Fixed Charge Covenant Ratio or “FCCR”) were modified. Specifically, with respect to the MTLR, the existing ratio (which had been 3.5-to-1 through September 30, 2024, and 3.25-to-1 through December 31, 2024, and thereafter), was changed to 5.5-to-1 through September 30, 2023, 4.5-to-1 for the periods ending December 31, 2023 and March 31, 2024, 4.0-to-1 for the period ending June 30, 2024, 3.5-to-1 through September 30, 2024 and returning to 3.25-to-1 from December 31, 2024, and thereafter. In addition, the FCCR (which had been 1.25) was changed to 1.0 for the periods ending September 30, 2023, December 31, 2023, and March 31, 2024, and returning to 1.25 for the period ending June 30, 2024, and thereafter. Further, after the delivery of financial statements and a covenant compliance certificate for the period ending December 31, 2023 (or thereafter), assuming MTLR is less than 2.75, then Borrowers may terminate the covenant modification period (“CMP”) and revert to the terms of the existing Credit Agreement. Further, for the duration of the CMP, the Company is restricted from making share repurchases. Finally, the Applicable Margin (SOFR and Adjusted Base Rate) and Letter of Credit fees increase by 0.50 basis points for each tier of interest during the CMP.
The Amendment is linked hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 2.02 | Results of Operations and Financial Condition |
On November 8, 2023, American Vanguard Corporation (“Registrant”) issued a press release announcing both (a) its preliminary, unaudited financial results for the three- and nine-month periods ended September 30, 2023, and (b) its transformation plans. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 10.1 | Amendment Number Six to the Third Amended and Restated Loan and Security Agreement dated as of November 7, 2023, by and among Registrant and its senior lending group. | |
| Exhibit 99.1 | Press release dated November 8, 2023, of Registrant regarding financial results for the three- and nine-month periods ended September 30, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
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: November 9, 2023 | By: | /s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Administrative Officer, General Counsel & Secretary | ||||||