REVOLUTION LIGHTING TECHNOLOGIES, INC. (NASDAQ:RVLT) Files An 8-K Entry into a Material Definitive Agreement

REVOLUTION LIGHTING TECHNOLOGIES, INC. (NASDAQ:RVLT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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Company Loan

As previously disclosed in the Current Report on Form 8-K filed by Revolution Lighting Technologies, Inc. (the Company) on November26, 2018, Robert V. LaPenta, Sr., the Companys Chairman, CEO and President, and his affiliate, Aston Capital, LLC (Aston), have funded the Company through continued periodic loans, and the Company has issued a consolidated note, dated as of November21, 2018, to Mr.LaPenta and Aston (the Consolidated Note) to reflect these loans made to the Company. As disclosed on subsequent Current Reports on Form 8-K, from time to time since the issuance of the Consolidated Note, Mr.LaPenta has made additional loans to the Company on terms substantially identical to those contained in the Consolidated Note (Additional LaPenta Loans).

On April23, 2019, Mr.LaPenta loaned the Company an additional $1.5million, and the Company issued to Mr.LaPenta a new promissory note (the Note) with an aggregate principal amount of $1.5million. The Audit Committee of the Companys Board of Directors approved the terms of the Note on April23, 2019.

As of April24, 2019, the Company had total debt of approximately $71.8million, including approximately $49.9million in aggregate principal and interest under loans from Mr.LaPenta and Aston.

The terms of the Note are substantially identical to those contained in the Consolidated Note. The Note is scheduled to mature on July20, 2020. Interest on the Note is payable on the first business day of each month, commencing on May1, 2019, and is equal to the greater of (i)LIBOR plus 3.75% and (ii) 1% above the rate in effect at any time under the Companys Loan and Security Agreement (the Loan Agreement) with Bank of America, N.A. (Bank of America). The Note is secured by a lien on the Companys and its subsidiaries assets and is guaranteed by the Companys subsidiaries.

The Note contains customary events of default. Upon the occurrence of an event of default, any outstanding amounts under the Note may be accelerated; provided, however, that upon the occurrence of certain bankruptcy, insolvency or liquidation-related events of default, all amounts payable under the Note will automatically become immediately due and payable.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Increase in Allowable Additional LaPenta Loans

As previously disclosed in the Companys Current Report on Form 8-K filed on February7, 2019, under the terms of the Loan Agreement the aggregate principal amount of Additional LaPenta Loans cannot exceed $10.0million. On April23, 2019, Bank of America approved an increase to the aggregate principal amount of Additional LaPenta Loans which can be made to the Company from $10.0million to $11.0million. All of the other terms and conditions of the Loan Agreement remain in full force and effect.

After the issuance of the Note, the aggregate principal amount of Additional LaPenta Loans was $11.0million. Mr.LaPenta will not be able to make further Additional LaPenta Loans to the Company without the approval of both the Audit Committee of the Board of Directors and Bank of America. The Company is currently in discussions with Bank of America to further amend the Loan Agreement and extend Bank of Americas forbearance thereunder which is scheduled to expire on April30, 2019.

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 relating to the Note is incorporated by reference in its entirety in this Item 1.01.

Item 1.01. FinancialStatementsand Exhibits.

(d) Exhibits

Promissory Note, dated as of April23, 2019, between the Company and Robert V. LaPenta, Sr.

Revolution Lighting Technologies, Inc. Exhibit
EX-99.1 2 d726151dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 PROMISSORY NOTE    $1,…
To view the full exhibit click here

About REVOLUTION LIGHTING TECHNOLOGIES, INC. (NASDAQ:RVLT)

Revolution Lighting Technologies, Inc. designs, manufactures, markets and sells commercial grade light-emitting diode (LED) and conventional lighting fixtures. The Company operates in Lighting Products and Solutions (principally LED fixtures and lamps) segment. The Company’s products are used for outdoor and indoor applications, LED-based signage, channel-letter and contour lighting products, LED replacement lamps and commercial grade smart grid control systems. It sells its LED products under the RVLT, Seesmart, Lumificient, Value Lighting, Array and CMG brand names. The Company’s commercial lamps and fixtures products include the commercial indoor and outdoor lighting products, such as linear tube lighting, multi-family lighting, commercial troffer lighting and street lighting. It caters to municipal and commercial markets, which include industrial, hospitality, institutional, educational, healthcare and signage markets in the United States, Canada and internationally.

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