Item 1.01 Entry into a Material Definitive Agreement.
Company Loan
As previously disclosed in the Current
Report on Form
8-K
filed by Revolution Lighting Technologies, Inc. (the “Company”) on November 26, 2018, Robert V. LaPenta, Sr., the Company’s Chairman, CEO and President, and his
affiliate, Aston Capital, LLC (“Aston”), have funded the Company through continued periodic loans, and the Company has issued a consolidated note, dated as of November 21, 2018, to Mr. LaPenta and Aston (the “Consolidated
Note”) to reflect these loans made to the Company. As disclosed on subsequent Current Reports on Form
8-K,
from time to time since the issuance of the Consolidated Note, Mr. LaPenta has made
additional loans to the Company on terms substantially identical to those contained in the Consolidated Note (“Additional LaPenta Loans”).
On
April 23, 2019, Mr. LaPenta loaned the Company an additional $1.5 million, and the Company issued to Mr. LaPenta a new promissory note (the “Note”) with an aggregate principal amount of $1.5 million. The Audit
Committee of the Company’s Board of Directors approved the terms of the Note on April 23, 2019.
As of April 24, 2019, the Company had
total debt of approximately $71.8 million, including approximately $49.9 million in aggregate principal and interest under loans from Mr. LaPenta and Aston.
The terms of the Note are substantially identical to those contained in the Consolidated Note. The Note is scheduled to mature on July 20, 2020. Interest
on the Note is payable on the first business day of each month, commencing on May 1, 2019, and is equal to the greater of (i) LIBOR plus 3.75% and (ii) 1% above the rate in effect at any time under the Company’s Loan and Security
Agreement (the “Loan Agreement”) with Bank of America, N.A. (“Bank of America”). The Note is secured by a lien on the Company’s and its subsidiaries’ assets and is guaranteed by the Company’s subsidiaries.
The Note contains customary events of default. Upon the occurrence of an event of default, any outstanding amounts under the Note may be accelerated;
provided, however, that upon the occurrence of certain bankruptcy, insolvency or liquidation-related events of default, all amounts payable under the Note will automatically become immediately due and payable.
The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, which is attached to this
Form
8-K
as Exhibit 99.1 and is incorporated herein by reference.
Increase in Allowable Additional LaPenta
Loans
As previously disclosed in the Company’s Current Report on Form
8-K
filed on February 7, 2019,
under the terms of the Loan Agreement the aggregate principal amount of Additional LaPenta Loans cannot exceed $10.0 million. On April 23, 2019, Bank of America approved an increase to the aggregate principal amount of Additional LaPenta
Loans which can be made to the Company from $10.0 million to $11.0 million. All of the other terms and conditions of the Loan Agreement remain in full force and effect.
After the issuance of the Note, the aggregate principal amount of Additional LaPenta Loans was $11.0 million. Mr. LaPenta will not be able to make
further Additional LaPenta Loans to the Company without the approval of both the Audit Committee of the Board of Directors and Bank of America. The Company is currently in discussions with Bank of America to further amend the Loan Agreement and
extend Bank of America’s forbearance thereunder which is scheduled to expire on April 30, 2019.
