UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(D) of The
Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2022, Calavo Growers, Inc. (the “Company”), Bank of America, N.A., as administrative agent, and Farm Credit West, PCA entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”). The principal terms of the Seventh Amendment are as follows:
| ● | The minimum Consolidated Fixed Charge Coverage Ratio calculation for the Measurement Period ending on October 31, 2022 has been modified from 1.20:1.00 to 1.00:1.00. |
| ● | The Company is permitted to declare cash dividends and distributions so long as (i) after giving effect to any such dividend or distribution, Loan Parties are in compliance with a new Consolidated Dividend Adjusted Fixed Charge Coverage Ratio of 1.20:1.00 and (ii) any such cash dividends or other distributions must be paid in the same fiscal quarter in which they are declared. Notwithstanding the foregoing restriction, the Company may, following the Seventh Amendment effective date, declare and make a dividend payment in an amount not to exceed $5,200,000 on or before January 31, 2023. |
Credit facility terms not amended by the Seventh Amendment are described in the Company’s Form 10-K for the year ended October 31, 2021 and Form 10-Q for the quarter ended July 31, 2022.
The foregoing is a summary of the material terms and conditions of the Credit Agreement and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Seventh Amendment to Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K, and the full text of the Credit Agreement and subsequent amendments, copies of which are on file with the Securities and Exchange Commission. Terms that are capitalized, but not defined, in this Form 8-K shall have the meanings ascribed to them in the Credit Agreement, as amended and modified, included as Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 21, 2021.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits | |
10.1 | Seventh Amendment to Credit Agreement dated November 1, 2022. | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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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.
Calavo Growers, Inc. | ||
November 2, 2022 | ||
By: | /s/ Shawn Munsell | |
Shawn Munsell (Principal Financial Officer) | ||
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