PLUG POWER INC. (NASDAQ:PLUG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Agreement.
Convertible Notes and the Indenture
On March22, 2018, Plug Power Inc. (the “Company”) priced its private offering of $100 million in aggregate principal amount of 5.50% Convertible Senior Notes due 2023 (the “Notes”). The Notes are senior unsecured obligations of the Company. The Notes were issued to an Indenture, dated March27, 2018 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.
The Notes will mature on March15, 2023, unless earlier repurchased, redeemed or converted. The Notes will bear interest from March27, 2018 at a rate of 5.50%per year payable semiannually in arrears on March15 and September15 of each year, beginning on September15, 2018. The Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding September15, 2022, only under the following circumstances: (1)during any calendar quarter commencing after the calendar quarter ending on June30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2)during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3)if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4)upon the occurrence of specified corporate events. On or after September15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.
Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the Common Stock or a combination of cash and shares of the Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. The conversion rate for the Notes will initially be 436.3002 shares of the Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $2.29 per share of the Common Stock. The initial conversion price of the Notes represents a premium of approximately 20% to the $1.91 per share closing price of the Common Stock on March22, 2018. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
A copy of the Indenture (including the form of the Note) is attached as an exhibit to this report and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
The net proceeds from this offering were approximately $96.3 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used $16.0 million of the net proceeds to pay the cost of the Capped Call Transactions (as defined below) and approximately $27.5 million of the net proceeds to pay the cost of the Forward Stock Purchase Transactions (as defined below). The Company intends to use the remainder of the net proceeds for general corporate purposes.
Capped Call and Forward Stock Purchase Transactions
On March22, 2018, in connection with the pricing of the Notes, the Company entered into capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Notes or their affiliates (the “Option Counterparties”). The Capped Call Transactions are expected generally to reduce or offset the potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions will initially be $3.82 per share, which represents a premium of 50% over the last reported sale price of the Company’s common stock of $1.91 per share on March22, 2018, and is subject to certain adjustments under the terms of the Capped Call Transactions.