Item 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
On
The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will accrue interest at a rate of 3.250% per annum, payable
semi-annually in arrears on
The Notes will be redeemable, in whole or in part (subject to certain
limitations described below), at the Company's option at any time, and from time
to time, on or after
1
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes, among other things, certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
The Notes will have customary provisions relating to the occurrence of "Events
of Default" (as defined in the Indenture), which include the following: (i)
certain payment defaults on the Notes (which, in the case of a default in the
payment of interest on the Notes, will be subject to a 30-day cure period); (ii)
the Company's failure to send certain notices under the Indenture within
specified periods of time; (iii) the Company's failure to convert a Note upon
the exercise of the conversion right with respect to such Note, subject to a
three business-day cure period; (iv) the Company's failure to comply with
certain covenants in the Indenture relating to the Company's ability to
consolidate with or merge with or into, or sell, lease or otherwise transfer, in
one transaction or a series of transactions, all or substantially all of the
assets of the Company and its subsidiaries, taken as a whole, to another person;
(v) a default by the Company in its other obligations or agreements under the
Indenture or the Notes if such default is not cured or waived within 60 days
after notice is given in accordance with the Indenture; (vi) certain defaults by
the Company or any of its subsidiaries with respect to indebtedness for money
borrowed of at least
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by . . .
Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Notes were issued to the initial purchasers in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), in transactions not involving any public offering. The Notes were resold
by the initial purchasers to persons whom the initial purchasers reasonably
believe are "qualified institutional buyers," as defined in, and in accordance
with, Rule 144A under the Securities Act. Any shares of the Company's common
stock that may be issued upon conversion of the Notes will be issued in reliance
upon Section 3(a)(9) of the Securities Act as involving an exchange by the
Company exclusively with its security holders. Initially, a maximum of
28,368,792 shares of the Company's common stock may be issued upon conversion of
the Notes, based on the initial maximum conversion rate of 118.2033 shares of
common stock per
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 4.1 Indenture, dated as ofDecember 21, 2021 , betweenDanimer Scientific, Inc. andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing the 3.250% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Confirmation for Capped Call Transactions 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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