AGI Secures Debenture Amendment Approval and Advances Strategic Review
Ag Growth International Inc. (TSX: AFN, AFN.DB.H), also known as AGI, has announced that holders of its Third Series 5.25% senior subordinated unsecured debentures due December 31, 2026, have approved amendments to the terms of the company’s outstanding debentures. The approval was granted at a serial meeting of debentureholders held on October 29, 2026.
The amendments represent an important step in AGI’s ongoing debt management strategy, providing the company with additional time to address its financial obligations while continuing its review of strategic alternatives. The revised terms include an extension of the debenture maturity date, an increase in the interest rate beginning at the end of 2026, and modifications to the company’s redemption rights.
The approved changes are intended to support AGI’s phased approach to managing its capital structure and provide greater flexibility as the company works toward improving its financial position and maximizing shareholder value.
AGI Debentureholders Approve Key Financing Amendments
At the meeting, debentureholders approved a series of amendments affecting the company’s Third Series 5.25% senior subordinated unsecured debentures.
One of the most significant changes is the extension of the maturity date from December 31, 2026, to December 31, 2030. This extension provides AGI with an additional four years to manage its outstanding debt obligations and execute its broader financial strategy.
The amendments also include an increase in the interest rate applicable to the debentures. The current annual interest rate of 5.25% will remain in effect through December 30, 2026. Beginning December 31, 2026, the interest rate will increase to 9.0% and remain at that level until the revised maturity date.
The higher interest rate reflects the revised financing terms approved by debentureholders and will apply throughout the extended period.
In addition to the maturity and interest rate changes, the amendments modify AGI’s ability to redeem the debentures before their maturity date.
Under the revised provisions, the company will not be permitted to redeem the debentures at its option between December 31, 2026, and December 30, 2028.
Beginning December 31, 2028, and continuing until December 30, 2029, AGI will be permitted to redeem the debentures at a price equal to 104.5% of their principal amount, together with any accrued and unpaid interest.
From December 31, 2029, through the period preceding December 31, 2030, the company may redeem the debentures at a price equal to their principal amount, plus accrued and unpaid interest.
These revised redemption provisions establish a defined schedule for potential early repayment and provide debentureholders with specific terms governing the company’s repayment options.
Change-of-Control Redemption Provisions Revised
The approved amendments also introduce changes to AGI’s redemption rights in the event of a change of control.
If a change of control occurs on or after December 31, 2026, and before December 31, 2028, the company may elect to redeem the debentures for cash at a redemption price equal to 104.5% of their principal amount.
The redemption amount will also include interest that has accrued and remains unpaid up to the redemption date.
Additionally, the company will be required to include an amount equivalent to the interest that would have accrued and become payable through December 31, 2028, had the debentures remained outstanding and not been redeemed.
This provision establishes specific financial considerations for the debentures in the event of a change of control during the designated period.
The approved amendments also include certain consequential changes and other housekeeping modifications necessary to implement the revised financing terms.
Debentureholder Participation and Approval
At the meeting, debentureholders representing $42,674,737 in principal amount of debentures were present in person or represented by proxy.
This amount represented approximately 50.21% of the total $85 million principal amount of outstanding debentures.
The resolution approving the amendments required the support of holders representing at least 66⅔% of the principal amount of debentures present or represented by proxy and entitled to vote at the meeting.
The company noted that the amendments were approved by the debentureholders in accordance with the applicable voting requirements.
A detailed description of the approved amendments is available in AGI’s management information circular dated October 1, 2026. The circular can be accessed through the company’s profile on the Canadian securities filing platform, SEDAR+, at www.sedarplus.ca.
Supplemental Indenture and TSX Approval
AGI expects to implement the approved amendments through a fourth supplemental indenture between the company and Computershare Trust Company of Canada.
The supplemental indenture is expected to be entered into and become effective on or about October 30, 2026.
However, the increase in the interest rate from 5.25% to 9.0% will become effective on December 31, 2026, due to Toronto Stock Exchange trading mechanics.
The amendments remain subject to final approval from the Toronto Stock Exchange.
Following the implementation of the amendments, the debentures will continue to trade on the TSX under the existing symbol AFN.DB.H.
The company expects the revised financing structure to provide additional flexibility as it continues to address its debt obligations and evaluates strategic opportunities.
Strategic Review Continues with Financial Advisor Support
Alongside the debenture amendments, AGI provided an update on the progress of its ongoing strategic review.
The company’s Strategic Review Committee (SRC) continues to evaluate potential strategic alternatives with the assistance of CIBC Capital Markets and BofA Securities, which are acting as financial advisors.
AGI stated that the approval of the debenture amendments represents an important milestone in its phased debt management plan.
The company is also benefiting from covenant relief secured under its senior credit facilities through the second quarter of 2027. Together, these measures are intended to provide the SRC and its advisors with additional flexibility to conduct a disciplined assessment of the strategic alternatives available to AGI.
The strategic review is focused on identifying opportunities to maximize shareholder value while addressing the company’s financial obligations and improving its overall capital structure.
A key component of the review involves proactively addressing the company’s convertible debenture maturities scheduled for 2027.
AGI is evaluating potential approaches to managing these obligations as part of its broader financial strategy.
Cost Savings and Asset Monetization Initiatives
In parallel with the strategic review, AGI’s management team is advancing operational initiatives previously outlined in the company’s September 30, 2026, press release.
These initiatives include more than $30 million in expected annualized cost savings.
The company has also identified approximately $50 million in potential real estate monetization opportunities. In addition, AGI is evaluating the possible monetization of other non-core assets.
The company expects that proceeds generated through asset monetization, together with internally generated cash, will be directed toward debt reduction and improvements in leverage ratios.
These efforts form part of AGI’s broader strategy to strengthen its financial position, improve operational efficiency, and enhance its ability to manage outstanding debt.
The company stated that it will provide additional updates on the strategic review as appropriate.
About Ag Growth International Inc.
Ag Growth International Inc. is a global provider of equipment and solutions designed to support the efficient storage, transportation, and processing of food.
The company serves customers across the agricultural and food supply chain, offering technologies and equipment that help support the movement and handling of agricultural commodities and food products.
AGI operates manufacturing facilities in Canada, the United States, Brazil, India, France, and Italy. Its products are distributed worldwide, serving customers in multiple international markets.
Through its global manufacturing and distribution network, AGI provides solutions intended to support the efficiency and reliability of agricultural and food processing operations.
The company’s ongoing debt management initiatives, operational improvement programs, and strategic review are intended to support its financial flexibility and long-term business objectives.
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