| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 16, 2023, View, Inc. (the “Company”), a Delaware corporation, entered into a new senior secured term loan credit agreement with Cantor Fitzgerald Securities, as administrative agent and as collateral agent, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement establishes (i) a $12.5 million senior secured term loan facility and (ii) a $37.5 million senior secured delayed draw term loan facility, each maturing on September 30, 2027. The lenders include, among others: (i) RXR FP Investor IV LP, an affiliate of RXR Realty, who is an affiliate of the Company, is a holder of the Company’s outstanding 6.00% / 9.00% Convertible Senior PIK Toggle Notes due 2027 (the “Existing Notes”), has a Board appointment right and had previously designated a member of the Company’s Board of Directors, and is a party with which the Company has an existing commercial relationship and with which it has engaged in prior corporate transactions; and (ii) CF Principal Investments, LLC, an affiliate of Cantor Fitzgerald & Co., who was placement agent for the Existing Notes, is a current holder of Existing Notes, and has been the Company’s financial advisor in connection with past corporate transactions. Other lenders include entities affiliated with Anson Funds, Bridger Holdings, LP and NBT Capital, LLC, all holders of the Company’s Existing Notes.
Loans made under the term loan facility will bear interest at an annual rate equal to Term SOFR, plus (i) a margin of 7.50%, for interest paid in cash, or (ii) a margin of 14.0%, for interest paid in kind.
The obligations under the Credit Agreement will be guaranteed by the Company’s wholly-owned subsidiaries, subject to certain customary exceptions, and secured by a perfected security interest in substantially all of the Company’s tangible and intangible assets, as well as substantially all of the tangible and intangible assets of the guarantors.
Mandatory prepayments of the term loan facility are required to be made upon the occurrence of certain events, including, without limitation, the incurrence of non-permitted indebtedness. Voluntary prepayments are permitted at any time, subject to certain prepayment premiums.
The Credit Agreement contains a minimum cash balance covenant as well as customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, dividends, disposition of assets, change in business and transactions with affiliates.
The Company intends to use the proceeds of the term loan facility for ordinary and necessary business expenses not inconsistent with the terms of the Credit Agreement.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Credit Agreement, a copy of which is attached hereto as Exhibit 4.1 and 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 disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 10, 2023, Rahul Bammi, Chief Business Officer of the Company, resigned from the Company, effective October 13, 2023. Additionally, On October 13, 2023, Martin Neumann resigned from his position as Chief Operations Officer of the Company, effective November 15, 2023. Mr. Neumann will remain employed by the Company as a non-executive employee during a transition period ending November 15, 2023 (the “Transition Period”). None of the resignations were the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
