Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current
Report on Form
filed by Revolution Lighting Technologies, Inc. (the Company) on November 26, 2018, Robert V. LaPenta, Sr., the Companys Chairman, CEO and President, and his
affiliate, Aston Capital, LLC (Aston), had funded the Company through continued periodic loans, and the Company had issued a consolidated note, dated as of November 21, 2018, to Mr. LaPenta and Aston (the Consolidated
Note) to reflect loans made to the Company through that date.
As disclosed on subsequent Current Reports on Form
from time to time since the issuance of the Consolidated Note, Mr. LaPenta has made additional loans to the Company on terms substantially identical to those contained in the Consolidated Note (the
Additional LaPenta Loans). On July 22, 2019, Mr. LaPenta loaned the Company an additional $1.5 million (the July Loan). The July Loan was evidenced by a promissory note (the Note) and approved by
the Audit Committee of the Companys Board of Directors on July 21, 2019. The total aggregate principal amount of the Additional LaPenta Loans, including the July Loan is $12.5 million.
As of July 25, 2019, and giving effect to the July Loan, the Company had total debt of approximately $71.7 million, including approximately
$52.0 million in aggregate principal and accrued and unpaid 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 August 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.