AgroFresh Solutions, Inc.: M&A transaction — AgroFresh acquired by Paine Schwartz affiliates for $3.00/share cash, total ~$159.2M

On March 31, 2023, Parent, as the borrower (the “Borrower”), entered into that certain Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, PGIM Inc., as lead lender representative, the lenders from time to time party thereto and PSP Agro Midco, LLC (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount of approximately $250 million

In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, the following persons became directors of the Company: Clinton Lewis, Graham Miao and Thomas Ermi.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, the following persons became directors of the Company: Clinton Lewis, Graham Miao and Thomas Ermi.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

Officers Effective upon completion of the Merger, the following persons became officers of the Company: Clinton Lewis, Graham Miao and Thomas Ermi (each of whom was an officer of Merger Sub as of immediately prior to the Effective Time).

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

Officers Effective upon completion of the Merger, the following persons became officers of the Company: Clinton Lewis, Graham Miao and Thomas Ermi (each of whom was an officer of Merger Sub as of immediately prior to the Effective Time).

In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, the following persons became directors of the Company: Clinton Lewis, Graham Miao and Thomas Ermi.

Officers Effective upon completion of the Merger, the following persons became officers of the Company: Clinton Lewis, Graham Miao and Thomas Ermi (each of whom was an officer of Merger Sub as of immediately prior to the Effective Time).

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, at the Effective Time: John Atkin, Robert J. Campbell, Alexander Corbacho, Denise L. Devine, Nance K. Dicciani, Kay Kuenker, David McInerney, Kevin Schwartz and Peter Sykes.

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.

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.

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 $159.2 million. The funds used by Parent to consummate the Merger and complete the related transactions came from an equity investment by Paine Schwartz Food Chain Fund VI, L.P. (the “Sponsor”)

Parent, as the borrower (the “Borrower”), entered into that certain Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, PGIM Inc., as lead lender representative, the lenders from time to time party thereto and PSP Agro Midco, LLC (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount of approximately $250 million

Effective as of March 31, 2023, all outstanding amounts and obligations under that certain Amended and Restated Credit Agreement, dated as of July 31, 2015, and amended and restated as of July 27, 2020, by and among, inter alios, the Company, certain subsidiaries of the Company party thereto, Bank of Montreal, as the administrative agent, BMO Harris Bank, N.A., as an issuing bank and the swingline lender and the other lending institutions from time to time party thereto as lenders (as amended, restated, supplemented or otherwise modified from time to time), were repaid, all outstanding commitments thereunder were terminated and all related security interests and liens were released.