| Item 1.01 | Entry into a Material Definitive Agreement |
As previously disclosed in the Current Report on Form8-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 previously disclosed, between the date of the Consolidated Note and February 7, 2019, Mr. La Penta has also made additional loans to the Company with an aggregate principal amount of $4.0 million.
On February 8, 2019, Mr. LaPenta loaned the Company an additional $2.0 million, and the Company issued to Mr. LaPenta a new promissory note (the “Note”) with an aggregate principal amount of $2.0 million. The Audit Committee of the Company’s Board of Directors approved the terms of the Note on February 7, 2019.
The Company applied the $2.0 million in proceeds from the Note to the outstanding balance under its Loan and Security Agreement with Bank of America, N.A. (the “Loan Agreement”). As of February 8, 2019, after the application of such proceeds, the Company had total debt of approximately $68.2 million, including approximately $44.4 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 March 1, 2019, and is equal to the greater of (i) LIBOR plus 3.75% and (ii) the rate in effect at any time under the Loan Agreement. 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 Form8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The disclosure under Item 1.01 relating to the Note is incorporated by reference in its entirety in this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
