Shimmick Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2025 (the “Closing Date”), Shimmick Corporation (the “Company”), through two of its wholly-owned subsidiaries (the “Borrowers”), and an affiliate of Ansley Park Capital LLC (the “Lender”) entered into a Loan and Security Agreement (the “Loan Agreement”) which provides for a borrowing capacity of $15.0 million as evidenced by two promissory notes (each, a “Promissory Note,” and together, the “Promissory Notes”). The Company intends to use the proceeds received from the Promissory Notes for project expenses and for other general corporate purposes.
Each Promissory Note has a maturity date of April 1, 2031, and accrues interest at a rate of 12.50% per annum (the “Interest Rate”). Upon the occurrence of any Default (as defined in the Loan Agreement), the Lender is entitled to receive interest at a default rate of 2.0% per annum above the Interest Rate. The Lender may also declare the debt and other obligations of the Borrowers to be immediately due and payable upon the occurrence of any Default, subject to applicable cure periods. Pursuant to the terms of the Loan Agreement, the Borrowers granted a security interest in (a) certain items of equipment described therein, (b) all leases, rental contracts, chattel paper, accounts, security deposits and general intangibles relating thereto and (c) and any and all proceeds thereof as collateral for the payments under the Loan Agreement and Promissory Notes. The Loan Agreement contains customary affirmative and negative covenants for a transaction of this type.
In connection with the Loan Agreement, each of the Company and a wholly-owned subsidiary of the Company entered into a separate guaranty agreement (each, a “Guaranty Agreement,” and together, the “Guaranty Agreements”) in favor of the Lender unconditionally guaranteeing liabilities of the Borrowers under the Loan Agreement.
The foregoing descriptions of the Loan Agreement, Promissory Notes and the Guaranty Agreements do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the Loan Agreement and Forms of the Promissory Notes and the Guaranty Agreements, respectively, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
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Description |
10.1 |
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10.2 |
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10.3 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
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Shimmick Corporation |
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Date: April 4, 2025 |
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By: |
/s/ John Carpenter |
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John Carpenter |
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Executive Vice President and General Counsel |