Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed in the Current Report on Form 8-K filed by Revolution Lighting Technologies, Inc. (the Company) on November 26, 2018,
Robert V. LaPenta, Sr., the Companys Chairman and CEO, and his affiliate, Aston Capital, LLC (Aston), have funded the Company through continued periodic loans, and the Company has issued a consolidated note, dated as of
November 21, 2018, to Mr. LaPenta and Aston (the Consolidated Note) to reflect these loans made to the Company.
On January 17,
2019, Mr. LaPenta loaned the Company an additional $2 million, and the Company issued to Mr. LaPenta a new promissory note (the Note) with an aggregate principal amount of $2 million. The Audit Committee of the Companys
Board of Directors approved the terms of the Note on January 16, 2019. As of January 17, 2019, the Company had total debt of approximately $67.6 million, including approximately $42.5 million in aggregate principal and interest under loans
from Mr. LaPenta and Aston.
The terms of the Note are substantially identical to those contained in the Consolidated Note. The Note is scheduled to
mature on July 20, 2020. Interest on the Note is payable on the first business day of each month, commencing on February 1, 2019, and is equal to the greater of (i) LIBOR plus 3.75% and (ii) 1% above the rate in effect at any
time under the Companys Loan and Security Agreement with Bank of America, N.A. The Note is secured by a lien on the Companys and its subsidiaries assets and is guaranteed by the Companys subsidiaries.
The Note contains customary events of default. Upon the occurrence of an event of default, any outstanding amounts under the Note may be accelerated;
provided, however, that upon the occurrence of certain bankruptcy, insolvency or liquidation-related events of default, all amounts payable under the Note will automatically become immediately due and payable.
The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, which is attached to this
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.