Spruce Power Holding Corporation filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 2024
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 26, 2024, Spruce SET Borrower 2024, LLC (“Borrower”), a wholly owned subsidiary of Spruce Power Holding Corporation (the “Company”) entered into a non-recourse Credit Agreement (the “Credit Agreement”) with Barings GPSF LLC (“Barings”), as facility agent, Computershare Trust Company, National Association, as collateral agent and as paying agent, and the financial institutions from time to time party thereto as Lenders, that provides an aggregate principle amount of $130,000,000 (the “SET Facility”).
Proceeds obtained from the Credit Agreement were used for repayment in full, release, and discharge of all outstanding
amounts, liens and obligations, for an aggregated principal amount of $125,000,000, from Deutsche Bank AG, as facility agent; Computershare Trust Company, National Association, as collateral agent; and the lenders party thereto (“Deutsche Bank AG Credit Agreement”) dated as of June 10, 2022; by and between SET Borrower 2022, LLC, (the “SP4 Facility”) a wholly owned subsidiary of the Company.
The Credit Agreement has a scheduled maturity date of April 17, 2042, that requires quarterly interest payments at 6.889% per annum, beginning August 2024. The Credit Agreement additionally defines December 26, 2027, as the “Anticipated Repayment Date”, after which date, additional interest will begin to accrue on any outstanding aggregate principle or unpaid accrued interest. There is no assurance that the Company will be able to repay or have the ability to refinance a portion either in part or in full any of the aggregate principle as of the Anticipated Repayment Date.
The Borrower’s obligations under the Credit Agreement are secured by all of the assets and property of, and equity interest in, the Borrower. The Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, restrict the ability of the Borrower to: incur liens; incur indebtedness; make restricted payments; sell or otherwise dispose of the Borrower’s assets; enter into certain mergers or consolidations; and use proceeds of borrowings under the Credit Agreement for other than permitted uses. These covenants are subject to a number of important exceptions and qualifications. The Credit Agreement requires the Borrower to make mandatory prepayments to the extent that outstanding borrowings under the Credit Agreement exceed a borrowing base determined on a quarterly basis. Certain changes of control with respect to the Borrower would constitute an event of default under the Credit Agreement.
The description of the Credit Agreement set forth herein is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SPRUCE POWER HOLDING CORPORATION | ||||||||
Date: July 1, 2024 | By: | /s/ Jonathan M. Norling | ||||||
| Name: | Jonathan M. Norling | |||||||
| Title: | Chief Legal Officer | |||||||