UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On November 19, 2024, SkyWater Technology, Inc. (the “Company” or “Guarantor”) and its subsidiaries, SkyWater Technology Foundry, Inc., SkyWater Federal, LLC and SkyWater Florida, Inc. (collectively, the “Borrowers”) entered into an Amendment No. 1 to Loan and Security Agreement (the “Amendment”) with Siena Lending Group LLC, as agent (the “Agent”) for Siena Lending Group LLC and GRC SPV Investments, LLC and the other financial institutions party to the Loan Agreement from time to time (the “Lenders”).
The Amendment amends, effective November 19, 2024, that certain Loan and Security Agreement dated as of December 28, 2022 (the “Loan Agreement”) by and among the Agent, the Lenders, the Borrowers, and the Guarantor such that immediately after giving effect to the Amendment, the Loan Agreement will read as set forth in Annex A to the Amendment. Attached hereto as Exhibit 10.1, and incorporated herein by reference, is the Amendment, including Annex A.
Pursuant to the Amendment, the scheduled maturity date of the revolving loan commitment was extended from December 28, 2025 to December 31, 2028.
As reflected in the Amendment, the maximum revolving facility amount was increased from $100 million to $130 million, with each lender having a 50% total revolving loan commitment percentage. A $30 million incremental facility remains available, subject to satisfaction of the conditions listed in the Loan Agreement. Following the Amendment, the borrowing base is increased by the difference between hard costs of eligible new equipment multiplied by the 70% capex advance rate (not to exceed the $25 million capex sublimit) and the capex reserves. This borrowing base difference may be borrowed by the Borrowers as a capex loan. As of the effective date of the Amendment, the capex reserves are initially zero, subject to recalculation on the first day of each month, up to a maximum of $25 million.
Pursuant to the Amendment, the parties also agreed that the equipment advance rate is 50%, without the previous monthly reduction, and the equipment sublimit is $60 million, without the previous monthly recalculation.
The parties agreed to modifications of the applicable margin which is based on the fixed charge coverage ratio. As provided in the Amendment, the revised “Tier III” applicable margin of 4.25% for term SOFR and 3.25% base rate applying from the effective date of the Amendment to the first adjustment date, which will be the first fiscal quarter ended after the effective date of the Amendment. The Borrowers are also obligated to pay to Agent, for its own benefit or the benefit of Lenders, certain customary fees.
The parties also agreed to a revised definition of EBITDA that adds newly specified amounts to net income, although the aggregate of the newly specified amounts that may be added back pursuant to the amended definition may not exceed 17.5% (or such higher amount as otherwise agreed by the Required Lenders in their reasonable discretion) of EBITDA in the aggregate for any measurement period. In connection with this revised definition of EBITDA, the parties agreed to delete the previous schedule setting forth EBITDA amounts for relevant periods.
The foregoing description of the Amendment is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following documents are filed as exhibits to this report:
| * | This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which SkyWater Technology, Inc. agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SkyWater Technology, Inc. | ||||||
| By: | /s/ Thomas J. Sonderman | |||||
| Thomas J. Sonderman | ||||||
| Chief Executive Officer | ||||||
| Date: November 25, 2024 | ||||||
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