KEMET Corporation (NYSE:KEM) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement
On September6, 2017, KEMET Corporation (the “Company”) and a selling securityholder, K Equity, LLC (“K Equity”), entered into an equity underwriting agreement (the “Underwriting Agreement”) with UBS Securities LLC (the “Underwriter”), in connection with the offering of 8,416,814 shares of the Company’s common stock (the “Offering”). The shares offered are subject to issuance upon exercise of a currently outstanding and exercisable warrant (the “Warrant”) held by K Equity that will be sold to and exercised by the Underwriter in connection with its sale of the underlying shares. The Underwriter has agreed to purchase the Warrant from K Equity based on a price of $20.52 per underlying share of our common stock. The Underwriter will also be required to pay the Company an additional $1.04999 per share exercise price to exercise the Warrant. The Underwriting Agreement contains customary representations, warranties and covenants and contains customary closing conditions. In the Underwriting Agreement, the Company agreed to indemnify the Underwriter and K Equity against certain liabilities that could be incurred by them in connection with the Offering.
The closing of the sale of the shares contemplated by the Underwriting Agreement is expected to occur on September11, 2017. The Company will not receive any of the proceeds from the sale of the shares in the Offering, but will receive approximately $8,837,570.54 from the Underwriter in connection with the cash exercise of the Warrant for all 8,416,814 shares underlying the Warrant at an exercise price of $1.04999 per share.
The Offering was made to a base prospectus dated July20, 2017 and a prospectus supplement dated September6, 2017, filed as part of the Company’s registration statement on FormS-3 (File No.333-219371) (the “Registration Statement”), originally filed with the Securities and Exchange Commission on July20, 2017.
The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the form of the Underwriting Agreement filed as Exhibit1.1 hereto.
In connection with the Offering, the following exhibits are being filed with this Current Report on Form8-K to be incorporated by reference into the Registration Statement: (i)the Underwriting Agreement (Exhibit1.1) and (ii)certain information relating to PartII,Item 14, “Other Expenses of Issuance and Distribution” of the Registration Statement (Exhibit99.1).
Item 9.01 Other Events
On September6, 2017 the Company issued a press release announcing the launch of the Offering, and on September8, 2017 the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached as Exhibit99.2 and Exhibit99.3 hereto, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d.)Exhibits
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ExhibitNo. |
DescriptionofExhibit |
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1.1 |
Equity Underwriting Agreement, dated September6, 2017, by and among KEMET Corporation, K Equity, LLC and UBS Securities LLC. |
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99.1 |
Information relating to PartII,Item 14, “Other Expenses of Issuance and Distribution” of the Company’s registration statement on FormS-3 (File No.333-219371). |
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99.2 |
Launch Press Release, dated September6, 2017. |
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99.3 |
Pricing Press Release, dated September8, 2017. |