UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01.Entry into a Material Definitive Agreement.
Amendment No. 2 to Financing Agreement
As previously reported by FuelCell Energy, Inc. (the “Company”), on May 19, 2023 (the “Effective Date”), FuelCell Energy Opco Finance 1, LLC (“Borrower”), a wholly owned subsidiary of FuelCell Energy Finance, LLC (“FCEF”), which, in turn, is a wholly owned subsidiary of the Company, entered into a Financing Agreement (as amended from time to time, the “Financing Agreement”) with, by and among Investec Bank plc in its capacities as a lender (“Investec Lender”), administrative agent, and collateral agent; Investec, Inc. as coordinating lead arranger and sole bookrunner; Bank of Montreal (Chicago Branch) in its capacity as a lender (“BMO Lender”) and as mandated lead arranger; and each of Liberty Bank, Amalgamated Bank and Connecticut Green Bank as lenders (collectively with Investec Lender and BMO Lender, the “Lenders”) for a term loan facility in an amount not to exceed $80.5 million and a letter of credit facility in an amount not to exceed $6.5 million.
Effective as of August 14, 2023, Borrower, Investec Bank plc in its capacities as a Lender and administrative agent, and Liberty Bank, Bank of Montreal, Amalgamated Bank, and Connecticut Green Bank, as Lenders, entered into Amendment No. 1 to the Financing Agreement dated as of August 11, 2023 (“Amendment No. 1”). Amendment No. 1 amends certain provisions of the Financing Agreement to clarify (i) the manner in which the debt service coverage ratio set forth in the Financing Agreement is to be applied during the period between the Effective Date and June 30, 2024; and (ii) that financial information required to be provided by Borrower to the Lenders relating to debt service coverage ratios be based on the calendar year rather than Borrower’s fiscal year as the debt service coverage ratio covenants are applied and computed on calendar year time periods.
Effective as of January 2, 2024, Borrower, Investec Bank plc in its capacities as a Lender and administrative agent, and Liberty Bank, Bank of Montreal, Amalgamated Bank, and Connecticut Green Bank, as Lenders, entered into Amendment No. 2 to the Financing Agreement dates as of January 2, 2024 (“Amendment No. 2”). Amendment No. 2 amends the reporting requirement provision of the Financing Agreement for the period covering fiscal year 2023 to one hundred and eighty (180) days after the end of such fiscal year from one hundred twenty (120) days after the end of such fiscal year of the Borrower.
The Financing Agreement is, and the related relationships among these parties are, described in greater detail in the Current Report on Form 8-K filed by the Company on May 25, 2023.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
To the extent required by Item 2.03 of Form 8-K, the information in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01.Financial Statements and Exhibits.
(d) | Exhibits: |
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 hereunto duly authorized.
FUELCELL ENERGY, INC. | ||
Date: January 4, 2024 | By: | /s/ Michael S. Bishop |
Michael S. Bishop | ||
Executive Vice President, Chief Financial Officer and Treasurer |