Guarantees, and will be structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries that does not guarantee the Notes.
Optional Redemption and Repurchase. The Notes will be redeemable, in whole or in part, at the Company’s option on or after December 15, 2021 at specified redemption prices, together with accrued but unpaid interest, if any, to, but excluding, the date of redemption. The Company may also redeem the Notes, in whole or in part, at its option at any time prior to December 15, 2021 at a price equal to 100% of the principal amount of such Notes plus a “make-whole” premium, together with accrued but unpaid interest, if any, to, but excluding, the date of redemption. In addition, the Company may redeem up to 40% of the aggregate principal amount of the Notes at any time before December 15, 2021 with the net cash proceeds from certain equity offerings at a specified redemption price, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. If the Company experiences specific kinds of changes in control, it may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the date of the repurchase.
Special Mandatory Redemption. If the Asset Sale and the Assumption are not completed on or before December 31, 2019 and under certain other circumstances, SSL Robotics will be required to redeem the Notes (the “Special Mandatory Redemption”) at a redemption price equal to 100% of the issue price thereof plus accrued and unpaid interest, to, but not including, the redemption date. SSL Robotics will deposit, or cause to be deposited, on or about the issue date of the Notes additional amounts in cash sufficient to fund accrued interest for such special mandatory redemption.
Covenants. The Indenture contains covenants limiting the Company’s and its restricted subsidiaries’ ability to, among other things incur, assume or guarantee additional debt; issue redeemable stock and preferred stock; pay dividends, make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase debt that is junior in right of payment to the Notes; make loans and investments; grant or incur liens; restrict dividends, loans or asset transfers from restricted subsidiaries; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into transactions with affiliates; and consolidate or merge with, or sell substantially all of their assets to, another person. The Indenture further contains a covenant limiting the activities of SSL Robotics prior to the Escrow Release Date.
Events of Default. Subject to the terms and conditions of the Indenture, each of the following, among other events, constitutes an event of default under the Indenture (after the expiration of the applicable grace periods specified therein): (1) failure to pay interest or premium, if any, on, or the principal of, the Notes when due; (2) failure to comply with the covenants in the Indenture; (3) default under any mortgage, indenture or instrument securing or evidencing indebtedness with an aggregate principal amount in excess of $100.0 million with respect to a default in the payment of principal, interest or premium when due or where such default results in the acceleration of such indebtedness; (4) failure of the Company or any of its significant subsidiaries to satisfy certain final judgments when due; (5) certain bankruptcy events with respect to the Company or a significant subsidiary; (6) a Guarantee by a significant subsidiary ceases to be in full force and effect in any material respect or a Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Guarantee; (7) a security interest with respect to any Collateral having a fair market value in excess of $100.0 million, individually or in the aggregate, in certain circumstances ceasing to be in full force and effect or the assertion by the Company that any such security interest is invalid or unenforceable; and (8) failure by SSL Robotics to consummate a special mandatory redemption if required to do so. Upon the occurrence of an event of default under the Indenture, the principal and accrued interest under the Notes then outstanding may be declared due and payable, subject to certain limitations.
Securities Laws. The Notes were issued through a private placement to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the U.S. in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act, are subject to restrictions on transfer and may only be offered or sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or buy securities, or the solicitation of an offer to sell or buy any securities.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture, which is attached hereto as Exhibit 4.1.
