---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-015209"
form_type: "8-K"
ticker: null
cik: "0001592016"
company_name: "AgroFresh Solutions, Inc."
filed_at: "2023-03-31T23:59:59+00:00"
generated_at: "2026-06-17T07:52:37.960580+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# AgroFresh acquired by Paine Schwartz affiliates for $3.00/share cash, total ~$159.2M

## Summary
- Each share of common stock converted into $3.00 cash; total consideration ~$159.2M.
- New credit agreement provides $250M term loan, $25M delayed draw, $20M revolver due 2028/2029.
- Company notified Nasdaq of delisting; common stock ceased trading on March 31, 2023.
- Board of directors replaced; Clinton Lewis, Graham Miao, Thomas Ermi appointed.
- Prior credit agreement terminated and all outstanding amounts repaid.

## SEC filing metadata
- accession: 0001140361-23-015209
- form_type: 8-K
- cik: 0001592016
- company_name: AgroFresh Solutions, Inc.
- filed_at: 2023-03-31T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/brhc10050689_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-015209
- JSON: https://secwatch.observer/filing/0001140361-23-015209.json
- Plain text: https://secwatch.observer/filing/0001140361-23-015209.txt

## Key facts
- Debt Financings
  AgroFresh Solutions, Inc. incurred credit facility of approximately $250 million, comprised of a U.S. Dollar term loan tranche in the amount of $225 million and a Euro term l with JPMorgan Chase Bank, N.A., as administrative agent; PGIM Inc., as lead lender representative at SOFR plus 6.50%, a base rate plus 5.50% or EURIBOR plus 7.25% maturing March 31, 2029.
  - Instrument: credit facility
  - Principal: approximately $250 million, comprised of a U.S. Dollar term loan tranche in the amount of $225 million and a Euro term l
  - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent; PGIM Inc., as lead lender representative
  - Rate: SOFR plus 6.50%, a base rate plus 5.50% or EURIBOR plus 7.25%
  - Maturity: March 31, 2029
  - Event: incurrence
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Clinton Lewis was appointed as Director at AgroFresh Solutions, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Nance K. Dicciani resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Thomas Ermi was appointed as Director at AgroFresh Solutions, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Kay Kuenker resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Clinton Lewis was appointed as other_named_officer at AgroFresh Solutions, Inc..
  - Action: appointed
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  John Atkin resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Denise L. Devine resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Robert J. Campbell resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Alexander Corbacho resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Thomas Ermi was appointed as other_named_officer at AgroFresh Solutions, Inc..
  - Action: appointed
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Graham Miao was appointed as Director at AgroFresh Solutions, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Graham Miao was appointed as other_named_officer at AgroFresh Solutions, Inc..
  - Action: appointed
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  David McInerney resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Kevin Schwartz resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Executive change
  Peter Sykes resigned as Director at AgroFresh Solutions, Inc..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Governance Changes
  AgroFresh Solutions, Inc.: Upon consummation of the merger, the bylaws were amended and restated (effective 2023-03-31).
  - Change: bylaw amendment
  - Effective: 2023-03-31
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Governance Changes
  AgroFresh Solutions, Inc.: Upon consummation of the merger, the certificate of incorporation was amended and restated (effective 2023-03-31).
  - Change: charter amendment
  - Effective: 2023-03-31
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- M&A Transactions
  AgroFresh Solutions, Inc. underwent a change of control involving Project Cloud Holdings, LLC for approximately $159.2 million (closed 2023-03-31).
  - Action: change of control
  - Counterparty: Project Cloud Holdings, LLC
  - Consideration: approximately $159.2 million
  - Closing: 2023-03-31
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Material Agreements
  AgroFresh Solutions, Inc. entered into 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 valued at aggregate principal amount of approximately $250 million (effective 2023-03-31).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: 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
  - Value: aggregate principal amount of approximately $250 million
  - Effective: 2023-03-31
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm
- Material Agreements
  AgroFresh Solutions, Inc. terminated Amended and Restated Credit Agreement with 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 (effective 2023-03-31).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: 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
  - Effective: 2023-03-31
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1592016/000114036123015209/0001140361-23-015209-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.