S&W Seed Company

06/08/2024 | Press release | Distributed by Public on 06/08/2024 22:12

Material Event Form 8 K

Item 8.01 Other Events.

On July 30, 2024, S&W Seed Company (the "Company") announced that S&W Seed Company Australia Pty Ltd ("S&W Australia"), a wholly-owned subsidiary of the Company, adopted a voluntary plan of administration on July 24, 2024 based on its determination that S&W Australia is likely to become "insolvent" within the meaning of section 436A(1) of Australia's Corporations Act 2001.

S&W Australia's entry into voluntary administration constituted an event of default and automatic acceleration of S&W Australia's obligations under the Amended and Restated Finance Agreement with National Australia Bank Limited ("NAB"), effective November 17, 2023 (as amended to date, the "NAB Finance Agreement"). S&W Australia's entry into voluntary administration also constituted an event of default (the "Event of Default") under the Company's Amended and Restated Loan and Security Agreement with CIBC Bank USA ("CIBC") dated December 26, 2019 (as amended to date, the "CIBC Loan Agreement"), as a result of a cross-default provision in the CIBC Loan Agreement that is triggered by the event of default under the NAB Finance Agreement. On August 5, 2024, the Company received a waiver for the Event of Default from CIBC. The waiver stipulates that the occurrence of any of the following shall constitute an immediate event of default under the CIBC Loan Agreement, without notice or demand of any kind:

(i)
Any notice of default and/or demand for payment is issued by NAB to the Company under that certain Corporate Guarantee dated as of April 21, 2015, executed and delivered by the Company to NAB (the "Parent Guarantee"), which provides an unsecured guarantee by the Company of certain loan obligations of S&W Australia owing to NAB;
(ii)
The institution of any legal proceedings by NAB against the Company; and
(iii)
NAB takes any other judicial or non-judicial action under the Parent Guarantee or otherwise against the Company in connection with the Parent Guarantee.

In the event that any of the above events occur, the Company must provide immediately written notice to CIBC. The Company is also required to provide written weekly updates, in form and substance satisfactory to CIBC, addressing S&W Australia's insolvency proceeding and/or any actions or communications from NAB with respect to S&W Australia's insolvency proceeding or the Parent Guarantee as well as any actions or progress in furtherance of a sale of S&W Australia or all or any material part of its business.