AGROFRESH SOLUTIONS, INC. Item 1.01. Entry into a Material Definitive Agreement.
New Credit Agreement
On
The Initial Term Loan Facility and Delayed Draw Term Loan Facility will mature
on
The Revolving Loan Facility will mature on
The Initial Term Loan Facility and Delayed Draw Term Loan Facility, as
applicable, may be prepaid at the Borrower's option at any time, subject to
minimum principal amount requirements. Prepayments of the Initial Term Loan
Facility and Delayed Draw Term Loan Facility, as applicable, that are voluntary
or made using the proceeds of refinancing or unpermitted indebtedness or a
Transformative Event (as defined in the Credit Agreement) (subject to certain
conditions) (i) prior to
Item 1.02. Termination of a Material Definitive Agreement.
Effective as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"):
(i) Each share of Company's common stock, par value
common stock") issued and outstanding immediately prior to the Effective Time
(other than (1) shares of Company common stock owned by the Company and not
held on behalf of third parties, (2) shares of Company common stock owned by
Parent or Merger Sub and (3) shares of Company common stock owned by
stockholders of the Company who did not vote in favor of the Merger Agreement
or the Merger and who have perfected and not withdrawn a demand for appraisal
rights with respect to such shares pursuant to Section 262 of the General
Corporation Law of the State of Delaware ) was automatically converted into
the right to receive from Parent $3.00 in cash, without interest (the "Merger
Consideration").
(ii) The share of Series A preferred stock of the Company issued and outstanding
immediately prior to the Effective Time was automatically converted into the
right to receive from Parent $3.00 in cash, without interest.
(iii) Each share of the Company's Series B convertible preferred stock, par value
$0.0001 per share ("Series B Preferred Stock"), issued and outstanding immediately prior to the Effective Time was converted into one share of Series B convertible preferred stock, par value$0.0001 per share, of theSurviving Corporation .
(iv) Each outstanding Company stock option and each outstanding Company stock
appreciation right for which the exercise price per share or the base price
per share, as applicable, was less than the Merger Consideration was
automatically cancelled and converted into the right to receive an amount in
cash equal to the product of (x) the excess, if any, of the Merger
Consideration over the exercise price per share of such Company stock option
or the base price per share of such Company stock appreciation right, as
applicable, and (y) the number of shares subject to such stock option or
such stock appreciation right, as applicable, less applicable tax
withholdings.
(v)
the exercise price per share or the base price per share, as applicable, is
equal to or greater than the Merger Consideration was cancelled without
payment of any consideration, less applicable tax withholdings.
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(vi) Each outstanding Company restricted stock unit and Company phantom stock
unit was cancelled and converted into the right to receive an amount in cash
equal to the product of (x) the Merger Consideration and (y) the number of
shares subject to such Company restricted stock unit or Company phantom . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8K is incorporated by reference in this Item 3.01.
In connection with the consummation of the Merger, the Company notified
The Company common stock ceased trading on the Nasdaq effective prior to the
opening of trading on
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
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Pursuant to the Merger Agreement and in connection with the consummation of the
Merger, (x) each outstanding share of Company common stock that was issued and
outstanding immediately prior to the Effective Time (except as described in Item
2.01 hereof) was converted, at the Effective Time, into the right to receive the
Merger Consideration and (y) the share of Series A preferred stock of the
Company that was issued and outstanding immediately prior to the Effective Time
was converted into the right to receive
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the
Company became a wholly owned subsidiary of Parent. The total amount of
consideration payable to the Company's equityholders in connection with the
Merger was approximately
Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Directors
In accordance with the terms of the Merger Agreement, effective upon completion
of the Merger, the following persons became directors of the Company:
Officers
Effective upon completion of the Merger, the following persons became officers
of the Company:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Effective upon consummation of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.
Effective upon consummation of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of November 21, 2022 , by
and among Project Cloud Holdings, LLC , Project Cloud Merger Sub,
Inc. and AgroFresh Solutions, Inc. (incorporated herein by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
November 23, 2022 ).*
3.1 Amended and Restated Certificate of Incorporation of AgroFresh
Solutions, Inc.
3.2 Amended and Restated Bylaws of AgroFresh Solutions, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the
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