Section 1.01 Entering into a Material Definitive Agreement.

On June 2, 2022, FTC Solar, Inc. (the “Company”) has entered into Amendment No. 2 to the Senior Secured Revolving Credit Facility with Barclays Bank PLC, as administrative agent, and the lenders parties thereto (the “Amendment” ), to amend the Company’s existing Senior Secured Revolving Credit Facility originally entered into on April 30, 2021as amended on December 2, 2021 (the “Credit Facility Agreement”).

The Amendment, among other things, modifies certain terms of the Credit Facility Agreement, including, without limitation, to (i) modify the minimum liquidity financial covenant to adjust the minimum liquidity level of $125.0 million at
$50.0 million until March 31, 2023 and (ii) set out additional financial covenants and reporting requirements that apply if the Company fails to maintain specified minimum liquidity from the entry into force of the Amendment until the first of ( x) March 31, 2023 and (y) the occurrence of certain specified conditions. The new financial covenants include the following: (i) if the loans are outstanding, (x) the Company must not have more than $25.0 million in unrestricted cash and cash equivalents for more than three business days and (y) the ratio of the amount of (A) 75% of specified third-party accounts receivable to (B) outstanding loans shall not be less than 1 .10:1.00 at the end of each month and (ii) the Company will limit the amount of cash it pays to third parties (net of all cash received by the Company (subject to certain exclusions)) to one max of $50.0 million, the financial covenants described in clauses (i)(y) and (ii) above only applying if the Company fails to maintain a specified minimum liquidity, the Company currently maintaining such specified minimum liquidity as of the date hereof . Moreover, before March 31, 2023, the Company and its Restricted Subsidiaries under the Credit Facility Agreement are not permitted (i) to incur additional indebtedness for borrowed money, other than through the Credit Facility Agreement or of specified authorized unsecured debt, or (ii) to pay dividends, subject to specified exceptions. The amendment also sets out certain information rights of lenders.

The foregoing description of the Credit Facility Agreement and Amendment is not complete and is qualified in its entirety by reference to the Senior Secured Revolving Credit Facility, by and between the Company, as Borrower, the various financial institutions which are sometimes parties thereto, and Barclays Bank PLC, as Originating Lender, Lead Lender and Administrative Agent, which is incorporated herein by reference as Exhibit 10.2 to the Company’s Current Report on Form 8 -K filed with the Security and Exchange Commission (the “SEC”) on May 3, 2021as amended by Amendment No. 1 to the Senior Secured Revolving Credit Facility, by and between the Company, as borrower, HSBC Bank USA, North America and Barclays Bank PLC, as issuing lender and as administrative agent, which is incorporated herein by reference as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SECOND on May 16, 2022and Amendment No. 2 to the Senior Secured Revolving Credit Facility, by and between the Company, as Borrower, Barclays Bank PLC, as Administrative Agent, and the Lenders parties thereto, a copy of which is filed as Schedule 10.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit No.                               Description
  10.1        Amendment No. 2 to Senior Secured Revolving Credit Facility, by and
              among FTC Solar, Inc., as borrower, Barclays Bank PLC, as
              administrative agent, and the lenders party thereto.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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