Item 1.01 Entry into a Material Definitive Agreement.
Subject to the terms and conditions set forth in the MUPA, the purchase price
for FLP was
?$100,000,000 in cash paid at closing; ? Issuance of 12,022,018 shares of restricted common stock to the sellers of FLP, with an aggregate value of$32,760,000 based upon a per share value of$2.725 ; and ? Issuance of two, unsecured promissory notes to the sellers of FLP, in the aggregate principal amount outstanding of$85,640,000.00 ("Seller Notes").
The MUPA contains various customary representations, warranties and covenants.
In connection with the MUPA, (i) the Company caused FLP to enter into the
Employment Agreement with
The foregoing is only a summary description of the terms of the MUPA and related documents and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements filed as Exhibits to this Current Report on Form 8-K.
The information provided in response to Item 2.03 of this report is incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Registrant.
On
Pursuant to the Credit Agreement, the Lenders made a Term Loan to
As collateral securing the Obligations,
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The Credit Agreement contains ordinary and customary provisions for agreements and documents of this nature, such as representations, warranties, covenants, and indemnification obligations, as applicable. The Credit Agreement also contains customary events of default. In the case of a continuing event of default, the administrative agent would be entitled to exercise various remedies, including the acceleration of amounts due under the Credit Agreement. The foregoing is only a summary description of the terms of the Credit Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements filed as Exhibits to this Current Report on Form 8-K.
In consideration for the lenders extending us financing, we issued 1,690,677
shares of our restricted common stock to the Lenders with certain anti-dilution
rights, if we issue our common stock or preferred stock in a public or private
transaction for an issuance price of less than
In connection with the acquisition of FLP we issued the Seller Notes described in Item 1.01. The foregoing is only a summary description of the terms of the Sellers Notes and does not purport to be complete and is qualified in its entirety by reference to the Seller Notes attached as Exhibits to this Form 8-K which are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information provided in response to Items 1.01 and 2.03 of this report is incorporated by reference into this Item 3.02. All securities issued under the MUPA and Subscription Agreement were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The issuance of our common stock was made without general solicitation or advertising, there was no underwriter, and no underwriting commissions were paid and the holders are all accredited or otherwise sophisticated parties.
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Registrant under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K required to be filed.
(b) Pro Forma Financial Information
The Company will file the pro-forma financial statement required by Item 9.01 (b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit No. Description of Exhibit Press Release announcing 99.1 closing ofFront Line Power Construction, LLC acquisition Membership Unit Purchase Agreement, datedNovember 17 , 99.2 2021, by and amongOrbital Energy Group, Inc. , Kurt A. Johnson, Jr., andTidal Power Group, LLC . Unsecured Promissory Note, datedNovember 17, 2021 , given 99.3 byOrbital Energy Group, Inc. in favor ofKurt A. Johnson , Jr., andTidal Power Group , LLC. Unsecured Promissory Note datedNovember 17, 2021 given 99.4 byOrbital Energy Group, Inc. in favor ofTidal Power Group, LLC . Lock Up Letter Agreement, datedNovember 17, 2021 , by and 99.5 betweenOrbital Energy Group, Inc. , andKurt A. Johnson , Jr. Lock Up Letter Agreement datedNovember 17, 2021 by and 99.6 betweenOrbital Energy Group, Inc. andTidal Power Group , LLC. Registration Rights Agreement, datedNovember 17 , 99.7 2021, by and amongOrbital Energy Group, Inc. , Kurt A. Johnson, Jr., andTidal Power Group, LLC . Industrial TripleNet Lease , datedNovember 17, 2021 , by and 99.8 between Danbury PropertyCompany LLC andFront Line Power Construction, LLC . Industrial TripleNet Lease , datedNovember 17, 2021 , by and 99.9 between Manvel Property Management andFront Line Power Construction, LLC Industrial TripleNet Lease , datedNovember 17, 2021 , by and 99.10 betweenOak Property Group andFront Line Power Construction, LLC 99.11 Credit Agreement, datedNovember 17, 2021 , by and among the lenders identified therein, Alter Domus, as administrative and collateral agent for each of the lenders,Orbital Energy Group, Inc. ,Front Line Power Construction, LLC , and certain subsidiaries thereof. [without schedules] Pledge Agreement, datedNovember 17, 2021 , by and 99.12 betweenOrbital Energy Group, Inc. andAlter Domus (US) LLC , in its capacity as collateral agent for eachSecured Party . 99.13 Security Agreement, datedNovember 17, 2021 , by and betweenFront Line Power Construction, LLC , and AlterDomus (US) LLC , as collateral agent for eachSecurity Party 99.14 Form of Subscription Agreement with Lenders datedNovember 17, 2021 relating to the issuance of 1,690,677 shares of our restricted common stock. Cover Page Interactive Data 104 File (embedded within the Inline XBRL document)
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