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): October 26, 2022

AgroFresh Solutions, Inc.
(Exact name of registrant as specified in its charter)

Delaware001-3631646-4007249
(State or other jurisdiction
of incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
One Washington Square
510-530 Walnut Street, Suite 1350
Philadelphia, PA
19106
(Address of Principal Executive Offices)
(Zip Code)
(267) 317-9139
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareAGFSThe Nasdaq Stock Market LLC






Item 1.01. Entry into a Material Definitive Agreement.

On October 24, 2022, a special committee (the “Special Committee”) of the board of directors (the “Board”) of AgroFresh Solutions, Inc. (the “Company”) agreed with Paine Schwartz Partners (“Paine Schwartz”) to pursue a transaction pursuant to which Paine Schwartz would acquire all of the outstanding common stock of the Company (“Common Stock”) for $3.00 per share in cash and which would (i) not be conditioned upon Paine Schwartz’s ability to obtain financing or obtain any waiver or amendment under any agreement of the Company related to indebtedness, and (ii) be conditioned upon approval by a fully empowered special committee of independent, non‑management directors and upon the approval of the holders of a majority of the Common Stock owned by disinterested stockholders in accordance with the framework established under Kahn v. M&F Worldwide Corp. and its progeny, and such conditions will be non‑waivable (the “Proposed Transaction”).

The Proposed Transaction is subject to, among other things, Paine Schwartz’s satisfaction of confirmatory diligence and negotiation and execution of definitive documentation. The Board, acting through the Special Committee, granted Paine Schwartz a limited waiver (the “Limited Waiver”) of the standstill restrictions contained in the Investment Agreement dated June 13, 2020 by and between the Company and an affiliate of Paine Schwartz to permit Paine Schwartz to disclose the Proposed Transaction by filing an amendment to the statements on Schedules 13D and 13D/A previously filed by Paine Schwartz in compliance with the Securities Exchange Act of 1934, as amended, complete confirmatory diligence, engage with and enter into arrangements with financing sources and negotiate definitive documentation in respect of the Proposed Transaction and, if later approved by the Board upon the recommendation of the Special Committee, enter into the Proposed Transaction. The foregoing description of the Limited Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Limited Waiver, a copy of which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

The Company cautions its stockholders and others considering trading in Company securities that no agreement between Paine Schwartz and the Company relating to the Proposed Transaction will be created unless definitive documentation is executed and delivered by the appropriate parties.

The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law.

Perella Weinberg Partners LP is serving as financial advisor to the Special Committee. Morris, Nichols, Arsht & Tunnell LLP is serving as legal advisor to the Special Committee. Morrison & Foerster LLP is serving as legal advisor to the Company.




Item 9.01 Exhibits

(d) Exhibits.
 
Exhibit
Number		Exhibit
Waiver Letter, dated October 26, 2022


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: October 26, 2022
AGROFRESH SOLUTIONS, INC.
By: /s/ Thomas Ermi
Name: Thomas Ermi
Title: Vice President and General Counsel

October 26, 2022
Paine Schwartz Partners, LLC
475 Fifth Avenue
17th Floor
New York, NY 10017
Attention: Kevin Schwartz
Ladies and Gentlemen:
Reference is made to that certain Investment Agreement dated as of June 13, 2020 (the “Investment Agreement”) by and between AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), and PSP AGFS Holdings, L.P., a Delaware limited partnership (together with Paine Schwartz Partners LLC and its affiliates, “Paine Schwartz”).
Prior to the date hereof, a special committee (the “Special Committee”) of the board of directors (the “Board”) of the Company agreed with Paine Schwartz to pursue a transaction pursuant to which Paine Schwartz would acquire all of the outstanding common stock of the Company (“Common Stock”) for a price of $3.00 per share in cash and which would (i) not be conditioned upon Paine Schwartz’s ability to obtain financing or obtain any waiver or amendment under any agreement of the Company related to indebtedness, and (ii) be conditioned upon approval by a fully empowered special committee of independent, non-management directors and upon the approval of the holders of a majority of the Common Stock owned by disinterested stockholders in accordance with the framework established under Kahn v. M&F Worldwide Corp. and its progeny, and such conditions will be non-waivable (the “Proposed Transaction”).
The Board, acting through the Special Committee pursuant to authority previously delegated by the Board to the Special Committee, hereby waives Section 5.10 of the Investment Agreement to permit Paine Schwartz to disclose the Proposed Transaction by filing an amendment to the statements on Schedules 13D and 13D/A previously filed by Paine Schwartz in compliance with the Securities Exchange Act of 1934, as amended (provided that Paine Schwartz shall provide the Company with a reasonable opportunity to review and comment on drafts of such amendment and shall consider in good faith all comments reasonably proposed by the Company in connection therewith), complete confirmatory diligence, engage with and enter into arrangements with financing sources in accordance with the Confidentiality Agreement dated as of September 23, 2022 by and between the Company and Paine Schwartz (the “Confidentiality Agreement”) and negotiate definitive documentation in respect of the Proposed Transaction and, if later approved by the Board upon the recommendation of the Special Committee, enter into the Proposed Transaction (the “Limited Waiver”).
The Limited Waiver may be revoked at any time in the Company’s sole discretion (acting through the Special Committee, unless the Special Committee otherwise determines) prior to the execution of a definitive transaction agreement between the Company and Paine Schwartz with respect to the Proposed Transaction; provided that if such definitive transaction agreement is terminated for any reason, the right of the Company (acting through the Special Committee, unless the Special Committee otherwise determines) to revoke the Limited Waiver shall be restored in all respects. No revocation of the Limited Waiver shall retroactively invalidate any statement or action of Paine Schwartz made or taken during the period during which the Limited Waiver was in effect so long as such statement or action was not, at the time made or taken, in breach of the Limited Waiver. The Limited Waiver is in full reservation of, and without any waiver of or agreement not to enforce, all other rights and obligations in the Investment Agreement and in the Confidentiality Agreement, each of which remains in full force and effect in all other respects.


This waiver agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The exchange of a fully executed waiver agreement (in counterparts or otherwise) by electronic transmission in .pdf format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this letter agreement. This waiver agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.
[signature page follows]


Very truly yours,
AGROFRESH SOLUTIONS, INC.
By:/s/ Nance K. Dicciani
Nance K. Dicciani
Chair of the Special Committee

ACKNOWLEDGED AND AGREED:
PAINE SCHWARTZ PARTNERS, LLC
By:
Paine Schwartz Partners Founders, L.P.,
its Manager
By:
Paine Schwartz Partners Founders, GP, LLC,
its General Partner
By:/s/ Kevin Schwartz
Kevin Schwartz
Chief Executive Officer