On April 20, 2026, FMC Corporation filed an 8-K disclosing Amendment No. 6 to its Fifth Amended and Restated Credit Agreement, executed four days earlier with Citibank (administrative agent) and the lender syndicate. The amendment does four things at once: it waives FMC’s Q1 2026 Maximum Leverage Ratio covenant, suspends covenant testing entirely for Q2 and Q3 2026, raises the leverage cap to 6.75x through Q4 2027 (previously stepped down to 4.75x by year-end 2027), and converts the revolving credit facility from unsecured to secured — subsidiary guarantors added, asset liens and subsidiary equity pledges granted, new 3.50x Maximum Secured Leverage Ratio added as a standing covenant. This is the sixth amendment to the facility in under four years, and the third amendment in the last four months.
What Actually Changed
1. Covenant Schedule — Loosened by 100-200 bps Through 2027
The Amendment replaces the step-down schedule put in place by Amendment No. 5 (December 8, 2025). Comparison:
| Fiscal Quarter | Old Cap (Am. No. 5) | New Cap (Am. No. 6) | Loosening |
|---|---|---|---|
| Q1-Q3 2026 | 6.00x | Not tested | full waiver |
| Q4 2026 | 5.50x | 6.75x | +125 bps |
| Q1-Q4 2027 | 5.75x → 4.75x | 6.75x (flat) | +100 to +200 bps |
| Q1 2028 | 4.75x | 6.00x | +125 bps |
| Q4 2028 | 3.75x | 4.50x | +75 bps |
The covenant peak is held at 6.75x for a full five quarters. The step-down profile is pushed out by roughly four to six quarters. This is not a minor tweak. It is the lender syndicate repricing its expectations of FMC’s recovery trajectory: slower than December 2025 assumed, and in line with a 2028-2029 normalization rather than 2027.
2. Secured Status — The Structural Change
Article II of the Amendment introduces a Guarantee and Collateral Agreement. Subsidiary guarantors (Schedule 1 of the Amendment) agree to guarantee the Company’s obligations. FMC and those subsidiaries grant security interests in certain assets and pledge certain equity interests in their subsidiaries as collateral. Foreign subsidiaries will deliver supplements and local-law collateral documents subsequently. A new Maximum Secured Leverage Ratio of 3.50x is added as a standing covenant.
This is the meaningful structural change. FMC’s unsecured notes stack — the $500M 3.200% notes due 2026, $500M 3.450% notes due 2029, $800M 5.650% notes due 2033, $600M 4.500% notes due 2049, and $450M 6.375% notes due 2053 — are now structurally subordinated to the revolving credit facility. In any stress or restructuring scenario, the secured revolver recovers first.
3. New Negative Covenants — Strategic Review Constrained
The Amendment adds negative covenants on “transfers of material assets.” The board-authorized strategic review — and the separate India business sale expected in Q2 2026 — are now subject to secured creditor consent rights on material dispositions. Net proceeds application rules likely require portions of any sale proceeds to flow to the revolver rather than to unsecured note retirement, changing the debt-reduction math that underpinned the December 2025 turnaround plan. The review is still live, but the transaction structure envelope tightened.
Signal Impact
Read-Through for the Strategic Review
The lender syndicate demanded collateral in exchange for covenant relief. That is a reasonable trade from the banks’ perspective, but it signals that the original December 2025 covenant schedule was not a plan the syndicate believed FMC could meet. The banks chose to amend rather than accelerate — they see value worth preserving — but they repriced their risk. The new capital structure is designed to allow FMC to operate through 2026-2027 at historically elevated leverage while the pipeline matures and asset sales close.
For the strategic review: any acquirer now inherits secured claims ahead of unsecured notes, which tightens the deal envelope. A clean leveraged buyout becomes harder — the secured facility sits in the way. A strategic buyer (Corteva, BASF, Syngenta) may find the asset more digestible because they can absorb the debt into a larger investment-grade balance sheet. The most likely acquirer type has shifted from financial to strategic.
For the unsecured bondholders: recovery expectations in distress just dropped by the secured-claim size. The 3.200% notes maturing October 2026 are the most exposed — they need to refinance through a market that now prices them behind the revolver. The full FMC analysis retains its HIGHER_SCRUTINY posture. The central question is unchanged: recoverable distressed value or structural decline? This filing makes the recovery path mechanically more likely (covenant cliff removed) but the cost of that recovery higher (structural subordination, secured-creditor constraints, rating pressure).