Item 1.01 Entry Into a Material Definitive Agreement.
On August 11, 2020, Plug Power Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, as
representative of the several underwriters named in Schedule I thereto (the
"Underwriters"). Pursuant to the terms and conditions of the Underwriting
Agreement, the Company sold to the Underwriters 35,276,250 shares (the "Initial
Shares") of common stock, par value $0.01 per share, including 4,601,250 shares
of common stock (together with the Initial Shares, the "Shares") sold pursuant
to the full exercise of the Underwriters' option to purchase additional shares,
in an underwritten registered public offering at a purchase price to the public
of $10.25 per share (the "Purchase Price").
The offering closed on August 14, 2020, and the Company received net proceeds of
approximately $344.7 million from the sale of the Shares after deducting the
underwriting discounts and offering expenses. The Company intends to use the net
proceeds from the offering for working capital and other general corporate
purposes, which may include capital expenditures, potential acquisitions, growth
opportunities and strategic transactions. However, the Company has not
designated any specific uses and have no current agreement with respect to any
acquisition or strategic transaction.
The Underwriting Agreement contains customary representations, warranties and
covenants by the Company. It also provides for customary indemnification by the
Company for losses or damages arising out of or in connection with the sale of
the Shares.
The foregoing is a summary description of the Underwriting Agreement and is
qualified in its entirety by the text of the Underwriting Agreement attached as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by
reference.
In connection with the filing of the Underwriting Agreement, the Company is
filing as Exhibit 5.1 hereto an opinion of its counsel, Goodwin Procter LLP,
regarding the legality of the Shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Title
1.1 Underwriting Agreement, dated August 11, 2020, by and among Plug Power
Inc., and Morgan Stanley & Co. LLC, as representative of the several
underwriters named in Schedule I thereto
5.1 Opinion of Goodwin Procter LLP
23.1 Consent of Goodwin Procter LLP (contained in Exhibit 5.1)
Cover Page Interactive Data File (embedded with the Inline XBRL
104 document)
2
© Edgar Online, source Glimpses