T1 Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 1, 2025 (
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Item 1.01. Entry into a Material Definitive Agreement.
On April 30, 2025, the construction loan of T1 G1 Dallas Solar Module (Trina) LLC, a Texas limited liability company (the “Borrower”, a wholly owned subsidiary of T1 Energy Inc., the “Company”) converted to a term loan (the “Term Conversion”) in accordance with the terms of the Borrower’s credit agreement dated July 16, 2024 with HSBC Bank USA, N.A., as administrative and collateral agent, Standard Chartered Bank, Société Générale and HSBC Bank USA, N.A., as joint lead arrangers, Standard Chartered Bank, as green loan coordinator, and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
The Term Conversion occurred following the Borrower’s satisfaction of certain conditions precedent set forth in Section 4.03 of the Credit Agreement, including: (i) a formal acknowledgment by each of the Borrower’s key solar photovoltaic module offtakers that the Facility Commissioning Date (as defined under the applicable Offtake Contract (as defined in the Credit Agreement)) has occurred; (ii) Substantial Completion (as defined under that certain Agreement, dated as of September 15, 2023, by and between the Borrower and Gray Construction, Inc., as amended) has occurred; and (iii) a certification by an independent engineer that the Borrower’s solar photovoltaic module manufacturing facility with a total annual production capacity of 5 GWdc located in Wilmer, Texas has been installed, tested and is ready and capable of being used for its intended purposes in a safe manner. Following the Term Conversion, the term loans under the Credit Agreement are scheduled to mature on December 31, 2029.
In connection with the Term Conversion, the Borrower amended the Credit Agreement pursuant to that certain Amendment No. 5 to the Credit Agreement, dated as of April 30, 2025 (“Amendment No. 5”), which, among other things, reduces the balance required to be maintained in the Borrower’s debt service reserve account for the initial period starting on the date of Term Conversion and ending on June 30, 2025.
The foregoing description of the Credit Agreement and Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement. A copy of Amendment No. 5 is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
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 by reference into this Item 2.03.
Item 8.01 Other Events.
On May 1, 2025, the Company issued a press release announcing the Term Conversion. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 5 to the Credit Agreement, dated as of April 30, 2025, by and among the Borrower, the lenders from time to time party thereto, and HSBC Bank USA, N.A., as administrative and collateral agent | |
| 99.1 | Press Release dated May 1, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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, hereunto duly authorized.
| T1 Energy Inc. | |||
| By: | /s/ Joseph Evan Calio | ||
| Name: | Joseph Evan Calio | ||
| Title: | Chief Financial Officer | ||
Dated: May 1, 2025
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