Item 1.01 Entry Into a Material Definitive Agreement
On December 28, 2022, SkyWater Technology, Inc. (the "Company") and its
subsidiaries, SkyWater Technology Foundry, Inc., SkyWater Federal, LLC and
SkyWater Florida, Inc. (the "Borrowers") entered into a Loan and Security
Agreement (the "Loan Agreement") with Siena Lending Group LLC, as agent (the
"Agent") for Siena Lending Group LLC and GRC SPV Investments, LLC and the other
financial institutions party to the Loan Agreement from time to time (the
"Lenders"). Under the Loan Agreement, SkyWater Technology Foundry, Inc.
("SkyWater Foundry") will act as agent for all of the Borrowers.
The Loan Agreement provides for a revolving line of credit of up to $100 million
with scheduled maturity date of December 28, 2025. On or after the six month
anniversary of the December 28, 2022 closing date and prior to the date that is
six months prior to the maturity date, the maximum revolving facility amount may
be increased at the request of SkyWater Foundry to a maximum of $130 million if
specified conditions are met. The Borrowers may be required to prepay the unpaid
principal balance of the loans following specified prepayment events in the
amount of 100% of the net proceeds received by the Company or any Borrower with
respect to such prepayment event.
Borrowing under the Loan Agreement is limited by a borrowing base of specified
advance rates applicable to billed accounts receivable, unbilled accounts
receivable, inventory and equipment, subject to various conditions, limits and
any availability block as provided in the Loan Agreement. The Loan Agreement
also provides for borrowing base sublimits applicable to each of unbilled
accounts receivable and equipment. Under certain circumstances, the Agent may
from time to time establish and revise reserves against the borrowing base
and/or the maximum revolving facility amount.
Proceeds of borrowings will initially be used to refinance all indebtedness
owing to Wells Fargo Bank, National Association and to pay the fees, costs, and
expenses incurred in connection with the Loan Agreement and the transactions
contemplated thereby, and thereafter, for working capital purposes, for
equipment, and for such other purposes as specifically permitted pursuant to the
terms of the Loan Agreement. The Borrowers' obligations under the Loan Agreement
are secured by substantially all of their assets and guaranteed by the Company
as further described in the Loan Agreement.
Borrowings under the Loan Agreement bear interest at a rate that depends upon
the type of borrowing, whether a term secured overnight financing rate (SOFR)
loan or base rate loan, plus the applicable margin. The term SOFR loan rate is a
forward-looking term rate based on SOFR for a tenor of one month on the
applicable day, subject to a minimum of 2.5% per annum. The base rate is the
greatest of the prime rate, the Federal funds rate plus 0.5%, and 7.% per annum.
The applicable margin is an applicable percentage based on the fix charged
coverage ratio that ranges from 6.25% to 5.25% per annum for term SOFR loans and
ranges from 5.25% to 4.25% per annum for base rate loans.
The Loan Agreement contains customary representations and warranties and
financial and other covenants and conditions. Subject to certain cure rights,
the Loan Agreement requires $10 million in minimum EBITDA (as defined in the
Loan Agreement) calculated as of the last day of each calendar month commencing
April 30, 2023 for the preceding twelve calendar months, prohibits unfunded
capital expenditures in excess of $15 million calculated as of the last day of
each calendar month commencing April 30, 2023 for the preceding twelve calendar
months, and requires a minimum fixed charge coverage ratio, measured on a
trailing 12 month basis, of not less than 1.00 to 1.00 if the Borrowers'
liquidity is less than $15 million. In addition, the Loan Agreement places
certain restrictions on the Borrowers' and the Company's ability to incur
additional indebtedness (other than permitted indebtedness), to create liens or
other encumbrances (other than liens relating to permitted indebtedness), to
sell or otherwise dispose of assets, to merge or consolidate with other
entities, and to make certain restricted payments, including payments of
dividends to the Company's stockholders. The Borrowers are also obligated to pay
to Agent, for its own benefit or the benefit of Lenders, certain customary fees.
The foregoing description of the Loan Agreement is a summary, does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Loan Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
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Item 1.02 Termination of a Material Definitive Agreement
On December 28, 2022, in connection with the entry into the Loan Agreement, the
Company repaid the $43.5 million in outstanding indebtedness under, and
terminated, that certain Amended and Restated Credit Agreement dated as of
December 28, 2020, by and between the Company (successor by conversion to CMI
Acquisition, LLC), SkyWater Foundry and other subsidiaries of the Company as
borrowers, and Wells Fargo Bank, National Association.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Loan and Security Agreement, dated as of December 28, 2022, among Siena
Lending Group LLC, as Agent; Siena Lending Group LLC and GRC SPV
Investments, LLC, as Lenders; SkyWater Technology Foundry, Inc., SkyWater
Federal, LLC and SkyWater Florida, Inc., as Borrowers; and SkyWater
Technology, Inc., as Guarantor. *
104 Cover Page Interactive Data File (formatted as inline XBRL).
* This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5)
of Regulation S-K, which SkyWater Technology, Inc. agrees to furnish
supplementally to the Securities and Exchange Commission upon request by the
Commission.
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