Item 1.01 Entry into a Material Definitive Agreement.
Inducement Agreement & Memorandum of Understanding
On February 17, 2022, Aspen Aerogels Georgia, LLC (a wholly owned subsidiary of
Aspen Aerogels, Inc.) (collectively and individually the "Company") entered into
an Inducement Agreement with the Development Authority of Bulloch County (the
"Development Authority"), the City of Statesboro, and Bulloch County,
Georgia (collectively, the "Local Governmental Entities"). Separately, and
concurrently, the Company entered into a Memorandum of Understanding (the "MOU")
with the Georgia Department of Economic Development (the "GDEcD"). Pursuant to
both the Inducement Agreement and the MOU, the Local Governmental Entities and
the GDEcD will provide various incentives to induce the Company to invest
$325,000,000 in constructing and equipping a facility to produce aerogel-based
products in Bulloch County, Georgia and to create 250 full-time jobs (the
"Project").
In addition to the statutory incentives for economic development provided by the
State of Georgia, incentives afforded by the Local Governmental Entities to the
Company include, but are not limited to, property tax reductions and utility and
site infrastructural improvements for the Project, and application for, and use
of proceeds of, a certain grant by the Local Governmental Entities.
Additionally, the Development Authority, with assistance from the GDEcD, will
also apply for a grant, the proceeds of which shall be used by the Company for
certain equipment in connection with the Project. The Development Authority will
also lease to the Company the 90-acre property on which the Project is located
(the "Project Site") for a term of 5 years, with an option to renew for an
additional 5 years, in consideration for the payment of nominal rent, and grant
to the Company an option to purchase the Project Site upon the expiration or
sooner termination of the lease for a purchase price of $10.00.
PILOT Agreement and Performance and Accountability Agreement
Contemporaneously and in connection with the execution of the Inducement
Agreement, (i) the Company and the Local Governmental Entities entered into a
PILOT Agreement, which sets forth the rights and obligations of the Company with
respect to the incentives received pursuant to the Inducement Agreement and (ii)
the Company, the Development Authority and the GDEcD entered into a Performance
and Accountability Agreement which provides for a grant of $1,000,000 to be made
to the Development Authority to be used to assist the Company in implementing
the Project.
Pursuant to the PILOT Agreement and the Performance and Accountability
Agreement, in the event that the Company fails to meet at least 80% of the
investment and job creation goals, as determined in the manner provided in the
respective agreements, within 36 months following the earlier to occur of (i)
the completion and issuance of the certificate of occupancy with respect to the
Project or (ii) December 31, 2024 (the "Commencement Date"), the Company may be
required to repay portions of the property tax savings, the grant to the
Development Authority and other incentives. The PILOT Agreement also requires
that the Company maintain its achievement of at least 80% of the investment and
job creation goals for a period of 60 months from the Commencement Date, as
determined in the manner provided in the PILOT Agreement.
The foregoing descriptions of the Inducement Agreement, the Memorandum of
Understanding, the PILOT Agreement and the Performance and Accountability
Agreement (together, the "Agreements") are qualified in their entirety by
reference to the full text of the Agreements, copies of which will be attached
as exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ending March 31, 2022.
Item 8.01 Other Events.
On February 17, 2022, the Company issued a press release regarding the planned
manufacturing facility in Georgia. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release issued by Aspen Aerogels, Inc. on February 17, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
The press release may contain hypertext links to information on our website. The
information on our website is not incorporated by reference into this Current
Report on Form 8-K and does not constitute a part of this Form 8-K.
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