BROADWIND ENERGY, INC. (NASDAQ:BWEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 7, 2019, the Board of Directors of Broadwind Energy, Inc. (the “Company”) approved and the Company entered into a Second Amendment to Section 382 Rights Agreement (the “Second Amendment”), which amends the Section 382 Rights Agreement, dated as of February 12, 2013 (the “Rights Agreement”), between the Company and Equiniti Trust Company, formerly Wells Fargo, National Association (“Equiniti”), as rights agent, as amended by the First Amendment to Section 382 Rights Agreement dated as of February 5, 2016 (the “First Amendment”).Equiniti also serves as the Company’s transfer agent.
The Second Amendment (i) decreases the purchase price for each one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock, par value $0.001 per share, from $9.81 to $4.25 and (ii) extends the Final Expiration Date (as defined in the Rights Agreement) from February 22, 2019 to February 22, 2022.In addition, the Second Amendment provides that the Rights (as defined in the Rights Agreement) will no longer be exercisable if the Company’s stockholders do not approve the Second Amendment at the Company’s 2019 Annual Meeting of Stockholders.
The Second Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company.The Second Amendment has been adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s net operating loss carry-forwards for United States federal income tax purposes and other tax benefits.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on February 13, 2013, the First Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on February 8, 2016, and the Second Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01 Financial Statements and Exhibits
BROADWIND ENERGY, INC. Exhibit
EX-4.1 2 bwen-20190212ex41dfa1399.htm EX-4.1 bwen_8K_Ex_4-1 Exhibit 4.1 SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENT THIS SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of February 7,…
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About BROADWIND ENERGY, INC. (NASDAQ:BWEN)
Broadwind Energy, Inc. provides technologically advanced products and services to energy, mining and infrastructure sector customers, primarily in the United States. The Company is engaged primarily in United States wind energy industry. The Company operates through two segments: Towers and Weldments, and Gearing. The Company’s Towers and Weldments segment manufactures towers for wind turbines, specifically the large and heavier wind towers that are designed for multiple megawatt (MW) wind turbines. The Company’s Gearing segment engineers, builds and remanufactures precision gears and gearing systems for oil and gas, wind energy, mining, steel and other industrial applications. Within the United States wind energy industry, it provides products and services to wind turbine manufacturers. It also provides precision gearing and specialty weldments to a range of industrial customers for oil and gas, mining, steel and other industrial applications.