SMARTRENT, INC. : entering into a material definitive agreement, creating a direct financial obligation or obligation under a registrant’s off-balance sheet arrangement, disclosing FD settlement (Form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At December 10, 2021, SmartRent, Inc. (the “Company”), has entered into (i) a senior credit guarantee agreement (the “Credit Agreement“) with several banks and other institutions or financial entities from time to time parties to the credit agreement , as lenders (collectively, referred to as the “Lender”), and Silicon Valley Bank, in its capacity as administrative agent and guarantee agent for itself and the Lender (in this capacity, the “Agent”) and (ii) a Guarantee and Guarantee Agreement (the “Guarantee Agreement” ) entered into by the Company in favor of the Agent.

Quantity. The credit agreement provides for a revolving credit facility in an aggregate principal amount not exceeding $ 75.0 million, including a letter of credit sub-facility in the aggregate available amount of $ 10.0 million (as a sub-limit of the Revolving Credit Facility) (the “Letters of Credit”), and a swingline sub-facility in the aggregate available amount of $ 10.0 million (as a sub-limit of the revolving credit facility).

Maturity. The revolving credit facility ends on December 10, 2026 (the “Termination Date”), with all Letters of Credit maturing 15 days prior to the Termination Date.

Interest rate. Interest is payable in arrears on each interest payment date. Interest accrues on each loan at the Guaranteed Overnight Funding Rate (“SOFR”) at the SOFR forward rate plus a spread of 1.85% to 2.35% subject to certain liquidity measures.

Security. The obligations of the Company are guaranteed by a security, which takes priority over any current and future debt and over any security, on all the rights, titles and interests of the Company on, on and under substantially all of the assets of the Company, and are guaranteed by each of the Company’s major national subsidiaries.

Alliances; Representations and guarantees; Other provisions. The credit agreement contains customary representations, guarantees and covenants, including the Company’s covenants limiting additional indebtedness, guarantees, liens, fundamental changes, mergers and consolidations, disposals of assets, investments and loans, certain business changes, transactions with affiliates and restricted payments (including dividends).

Default provisions. The credit agreement provides for the usual events of default for loans of this type, including, but not limited to, non-payment, breach or default in performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. In accordance with the Credit Agreement and the Guarantee Agreement, following the occurrence of an Event of Default, the Agent may, among other things, (i) expedite the payment of all obligations and terminate the Lender’s obligations under the credit agreement, or (iii) notify any of the Company’s account receivables to make payment directly to the Agent. While an event of default exists, all Outstanding Loans will bear interest at an annual rate equal to the rate that would otherwise be applicable to them plus 2.00%.

The foregoing description does not purport to be a complete summary of the terms of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated herein by reference.

————————————————– ——————————

Article 7.01. FD Regulation Disclosure.

At December 13, 2021, the Company issued a press release announcing the conclusion of the credit agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information set out in Section 7.01 (including Exhibit 99.1) hereof will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the responsibilities of this section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a repository.

Item 9.01.  Exhibits.

(d) Exhibits.



Exhibit No.     Description
    10.1          Credit Agreement, dated as of December 10, 2021, by and among
                (i) SmartRent, Inc., (ii) the several banks and other financial
                institutions or entities party thereto, and (iii) Silicon Valley
                Bank, as the issuing lender, swingline lender, administrative
                agent, collateral agent for the lenders, and the lead arranger.
    99.1          Press release, dated December 13, 2021, announcing the entry
                into the Credit Agreement.
    104         Cover Page Interactive Data File (formatted as Inline XBRL).

————————————————– ——————————

© Edgar online, source Previews