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): February 28, 2014
SunEdison, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or other jurisdiction of Incorporation) | 1-13828 (Commission File Number) | 56-1505767 (I.R.S. Employer Identification Number) |
501 Pearl Drive (City of O'Fallon) St. Peters, Missouri (Address of principal executive offices) | 63376 (Zip Code) | |
(636) 474-5000 (Registrant's telephone number, including area code) |
Not Applicable (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Credit Facility
On February 28, 2014, we entered into a credit agreement with the lenders identified therein, Wells Fargo Bank, National Association, as administrative agent, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as joint lead arrangers and joint syndication agents, and Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC and Macquarie Capital (USA) Inc., as joint bookrunners (the “Credit Facility”). The Credit Facility provides for a senior secured letter of credit facility in an aggregate principal amount up to $265 million and has a term ending February 28, 2017. The Credit Facility will be used to backstop outstanding letters of credit issued by Bank of America, N.A. under our former revolving credit facility until they expire, as well as for general corporate purposes. Subject to certain conditions, the Borrower may request that the aggregate commitments be increased to an amount not to exceed $400 million.
Our obligations under the Credit Facility are guaranteed by certain of our domestic subsidiaries. Our obligations and the guaranty obligations of our subsidiaries are secured by first priority liens on and security interests in substantially all present and future assets of the Company and the subsidiary guarantors, including a pledge of the capital stock of certain of our domestic and foreign subsidiaries.
Interest under the Credit Facility accrues on the Dollar equivalent of the daily amount available to be drawn under outstanding letters of credit or bankers' acceptances, at a rate of 3.75%. Interest is due and payable in arrears at the end of each fiscal quarter and on the maturity date of the Credit Facility. Drawn amounts on letters of credit are due within seven business days, and interest accrues on drawn amounts at a base rate plus 2.75%.
The Credit Facility contains representations, covenants and events of default typical for credit arrangements of comparable size, including maintaining a consolidated leverage ratio of 3.0 to 1.0 which excludes the 2018 and 2021 Notes (measurement commencing with the last day of the fiscal quarter ending December 31, 2014) and a minimum liquidity amount of the lesser of (i) $400 million and (ii) the sum of (x) $300 million plus (y) the amount, if any, by which the aggregate commitments exceed $300 million at such time. The Credit Facility also contains a customary material adverse effects clause and a cross default clause. The cross default clause is applicable to defaults on other indebtedness in excess of $50 million, excluding our non-recourse indebtedness.
Item 1.02 Termination of a Material Definitive Agreement
On December 20, 2013, we entered into a credit agreement by and among the Company, the lenders
identified therein and Deutsche Bank AG New York Branch (“Deutsche”), as administrative agent, lender, and letter of
credit issuer (the “Credit Facility”). The Credit Facility provided for a senior secured letter of credit facility in an
aggregate principal amount up to $320,000,000 and had a term ending December 15, 2014. The Credit Facility was to be
used to backstop outstanding letters of credit issued by Bank of America, N.A. under our former revolving credit facility,
which was terminated simultaneously with our entry into the Credit Facility (subject to our obligation to continue paying
fees in respect of outstanding letters of credit).
The foregoing agreement was terminated in connection with the entering into of the Credit Facility described under Item 1.01 above. If the Credit Facility had not been terminated on or prior to February 28, 2014, interest on undrawn letters of credit would have increased to 15% per annum and we would have ceased to have the right to terminate the Credit Facility.
Descriptions of the material terms of the Credit Agreement were included in the Company's Current Report on Form 8-K filed with the SEC on December 27, 2013. Such descriptions are incorporated herein 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 is incorporated herein by reference into this Item 2.03.
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 thereunto duly authorized.
SUNEDISON, INC. | |||
Date: | March 3, 2014 | By: | /s/ Martin H. Truong |
Name: Martin H. Truong Title: Vice President, General Counsel and Corporate Secretary | |||