Current Report Filing (8-k)
July 06 2017 - 3:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 30, 2017
AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-13795
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95-2588080
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(State or other jurisdiction
of incorporation)
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Commission
File Number
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(I.R.S. Employer
Identification No.)
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4695 MacArthur Court
Newport Beach, California 92660
(Address of principal executive offices)
Registrants telephone number: (949) 260-1200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 1.01.
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Entry into a Material Definitive Agreement
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As of June 30, 2017, AMVAC Chemical Corporation
(AMVAC), our principal operating subsidiary, as borrower, and affiliates (including registrant), as guarantors and/or borrowers, entered into a Third Amendment to Second Amended and Restated Credit Agreement (the Third
Amendment) with a group of commercial lenders led by Bank of the West (AMVACs primary bank) as agent, swing line lender and L/C issuer. Under the Third Amendment, among other things, the term of the credit facility has been extended to
June 30, 2022, the aggregate loan commitments have been increased to $250 million (from $200 million) and borrowers retain the right to seek up to $100 million in additional commitments. Further, one of the three covenants (Modified
Consolidated Current Ratio) has been eliminated, while borrowers are required to maintain a Consolidated Funded Debt Ratio of no more than 3.25-to-1 and a Consolidated Fixed Charge Covenant Ratio of at least 1.25-to-1. All changes in the Third
Amendment (as compared to the prior version, the Second Amendment) are indicated in Exhibit A to the Third Amendment as double-underlines and strikethroughs. The Third Amendment is attached hereto as Exhibit 10.1, while Exhibit A to the Third
Amendment is attached hereto as Exhibit 10.2; both exhibits are incorporated by reference herein.
The information contained in this Current Report on
Form 8-K, including the Exhibits attached hereto, is being furnished under Items 1.01 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 9.01
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Financial Statements and Exhibits.
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Exhibit 10.1
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Third Amendment to Second Amended and Restated Credit Agreement.
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Exhibit 10.2
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Exhibit A to the Third Amendment to Second Amended and Restated Credit Agreement.
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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.
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AMERICAN VANGUARD CORPORATION
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Date: July 6, 2017
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By:
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/s/ Timothy J. Donnelly
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Timothy J. Donnelly
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Chief Administrative Officer, General Counsel & Secretary
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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Exhibit 10.1
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Third Amendment to Second Amended and Restated Credit Agreement.
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Exhibit 10.2
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Exhibit A to Third Amendment to Second Amended and Restated Credit Agreement.
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