MAXWELL TECHNOLOGIES, INC. (NASDAQ:MXWL) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
On September 20, 2017, Maxwell Technologies, Inc. (the "Company") entered into Amendment No. 5 to the Loan and Security Agreement, as amended (the “Amendment”) with East West Bank, evidencing an amendment to the Company’s revolving senior credit facility (the “Facility”) providing for, among other things, consent for the offering of the Notes (as defined and further described in Item 9.01 below) and the inclusion of an additional covenant related to the implementation of the dominion of funds if Liquidity (as defined under the Facility) is less than $25 million.
The foregoing is a summary description of certain terms of the Amendment and does not purport to be complete, and it is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Termination of a Material Definitive Agreement.
On September 20, 2017, in connection with the sale and issuance of the Notes described below, the Company terminated its Stock Purchase Agreement (the “SDIC Agreement”), dated April 10, 2017, with SDIC Fund Management Co., Ltd. (“SDIC”), in accordance with the terms of the SDIC Agreement. As a result of the termination, the Company will expense transaction costs in the third quarter of fiscal year 2017 which were previously incurred in connection with the SDIC Agreement and the transactions contemplated therein in the approximate amount of $500,000.
Item 9.01 Other Information.
On September 20, 2017, the Company issued a press release announcing the pricing of $40 million aggregate principal amount of 5.50% Convertible Senior Notes due 2022 (the “Notes”) in a private offering to qualified institutional buyers that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Rule 144A under the Securities Act. The Company also granted the initial purchaser of the Notes a 30-day option to purchase up to an additional $6.0 million aggregate principal amount of Notes. The Company’s press release announcing the pricing of the offering of the Notes, as well as the expected use of proceeds thereof, is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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ExhibitNo. |
Description |
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10.1 |
Amendment No. 5 to Loan and Security Agreement, dated September 20, 2017, by and among the Company and East West Bank |
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99.1 |
Press release issued by Maxwell Technologies, Inc. on September 20, 2017 |
MAXWELL TECHNOLOGIES INC ExhibitEX-10.1 2 mxwl0920178kex101ewbamendm.htm EXHIBIT 10.1 EWB AMENDMENT Exhibit Exhibit 10.1EXECUTION VERSIONFIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTThis Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 20,…To view the full exhibit click here
About MAXWELL TECHNOLOGIES, INC. (NASDAQ:MXWL)
Maxwell Technologies, Inc. develops, manufactures and markets energy storage and power delivery products for transportation, industrial, information technology and other applications and microelectronic products for space and satellite applications. The Company offers three product lines: Ultracapacitors, High-Voltage Capacitors and Radiation-Hardened Microelectronic Products. The Company’s ultracapacitor cells and multi-cell packs, and modules provide energy storage and power delivery solutions for applications in multiple industries. The Company offers ultracapacitor cells with capacitances ranging from 1 to 3,400 farads. It designs and manufactures CONDIS high-voltage capacitors. These products include grading and coupling capacitors and electric voltage transformers. The Company’s radiation-hardened microelectronic products for satellites and spacecraft include single board computers and components, such as high-density memory and data conversion modules.