NEOPHOTONICS CORPORATION (NYSE:NPTN) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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NEOPHOTONICS CORPORATION (NYSE:NPTN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January24, 2018, NeoPhotonics Semiconductor GK (the “Japanese Subsidiary”), an indirect wholly-owned Japanese subsidiary of NeoPhotonics Corporation (the “Company”), entered into a term loan agreement (the “Loan Agreement”) with The Bank of Tokyo-Mitsubishi UFJ,Ltd. and The Yamanashi Chou Bank,Ltd. (the “Banks”) that provides for a term loan in the aggregate principal amount of 850 million Japanese Yen (approximately $7.8 million) (the “Loan”). The purpose of the Loan is to obtain machinery for the core parts of the manufacturing line and payments for related expenses by the Japanese Subsidiary. The Loan will be secured by the assets owned by the Japanese Subsidiary.

The Loan is available from January29, 2018 to January29, 2025. The full amount of the Loan was drawn on January29, 2018.

Interest on the Loan is based upon the annual rate of the three months TIBOR rate (Tokyo Interbank Offered Rate) plus 1.00%. The Loan requires quarterly interest payments, along with the principal payments, over 82 months commencing in April2018.

The Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Japanese Subsidiary, including, among other things, restrictions on cessation in business, management, mergers or acquisitions. The Loan Agreement contains financial covenants relating to minimum net assets and maximum ordinary loss. The Loan Agreement also includes customary events of default, including but not limited to the nonpayment of principal or interest, violations of covenants, restraint on business, dissolution, bankruptcy, attachment, and misrepresentations. Upon an event of default, the Banks may, among other things, accelerate the Loans and foreclose on the collateral.

On January 29, 2018, the Japanese Subsidiary repaid 500 million Japanese Yen to The Bank of Tokyo-Mitsubishi UFJ, Ltd in connection with a term loan borrowed in February 2015.

The foregoing description of the Loan Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form10-K for the year ended December31, 2017.

Item 1.01. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information in Item 1.01 above is incorporated by reference into this Item 1.01.


About NEOPHOTONICS CORPORATION (NYSE:NPTN)

NeoPhotonics Corporation develops, manufactures and markets optoelectronic products that transmit, receive and switch digital optical signals for communications networks. The Company develops and manufactures Transmitter Products, Receiver Products and Switch Products that are used in ultra-high speed digital optical communications, high speed switching and provisioning, and access connections for wireless and fiber-to-the-home communications networks. Its products are categorized into groups, including High Speed Products and Network Products and Solutions. High Speed Products include products designed for 100G and beyond for telecom and datacenter or content provider networks and applications. Its Network Products and Solutions consist of various products designed for applications below 100G, and include 40G products. It combines its transmitter and receiver products into Transceiver modules.