ChargePoint Holdings, Inc 8-K, filed Apr 4, 2022
ChargePoint Holdings, Inc. (CHPT)
About this 8-K
ChargePoint Holdings, Inc filed this 8-K on April 4, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Private Placement of 3.50% / 5.00% Convertible Senior PIK Toggle Notes due 2027
Investment Agreement
On April 4, 2022, ChargePoint Holdings, Inc. (the “Company”) and ChargePoint, Inc. entered into an investment agreement (the “Investment Agreement”) with Antara Capital LP (the “Purchaser”), relating to the sale by the Company to the Purchaser of $300.0 million aggregate principal amount of the Company’s 3.50% / 5.00% Convertible Senior PIK Toggle Notes due 2027 (the “Notes”). The Notes will initially be guaranteed by ChargePoint, Inc., a wholly owned subsidiary of the Company. The Notes will also be guaranteed by the Company’s future wholly owned material, domestic subsidiaries. The transactions contemplated by the Investment Agreement (the “Transactions”) are expected to close on April 12, 2022 (the date on which the closing occurs, the “Closing”), subject to satisfaction of the customary closing conditions set forth in the Investment Agreement.
The gross proceeds from the sale of the Notes are expected to be approximately $300.0 million, prior to deducting fees and estimated offering expenses. The Company intends to use the net proceeds from this sale for general corporate purposes.
Subject to certain limitations, the Investment Agreement provides the Purchaser with certain registration rights for the shares of the Company’s common stock issuable upon conversion of the Notes. The Investment Agreement requires the Company to prepare and file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable after the issuance of the Notes to register the resale of the shares underlying the Notes, including shares underlying potential capitalized PIK Interest (as defined below).
Indenture and Issuance of Convertible Notes
The Notes will be governed by an indenture (the “Indenture”) among the Company, ChargePoint, Inc., as guarantor, and Wilmington Trust National Association, as trustee (the “Trustee”). The Notes will be senior, unsecured obligations of the Company and any guarantor, bearing interest at a rate of 3.50% per annum, to the extent paid in cash (“Cash Interest”), and 5.00% per annum, to the extent paid in kind through an increase in the principal amount of the Notes (“PIK Interest”). The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. Any PIK Interest will be paid by increasing the principal amount of the affected Notes at the end of the applicable interest period by the amount of such PIK Interest (rounded up to the nearest dollar). Following an increase in the principal amount of any Notes as a result of a PIK Interest payment, such Notes will bear interest on the increased principal amount from and after the date of such PIK Interest payment. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1, commencing on October 1, 2022. It is expected that the Notes will mature on April 1, 2027, unless redeemed, repurchased or converted in accordance with their terms prior to such date.
The Notes will be convertible at an initial conversion rate to be determined prior to Closing, which will be equal to the greater of (i) 130% of the average daily per share volume-weighted average price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), over the averaging period, which will be the three consecutive trading days starting April 5, 2022, and (ii) 110% of the last reported sale price of the Company’s Common Stock as of the close of trading on the date hereof (the “Reference Price”). The initial conversion rate will be subject to customary anti-dilution and other adjustments. Prior to the close of business on the business day immediately preceding January 1, 2027, such conversion will be subject to the satisfaction of certain conditions set forth below. On or after January 1, 2027, holders of the Notes will have the right to convert all or a portion of their Notes at any time prior to close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the Notes will receive cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election.
Holders of the Notes will have the right to convert all or a portion of their Notes prior to the close of business on the business day immediately preceding January 1, 2027 only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2022 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a
period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate of the Notes on each such trading day; (iii) if the Company calls such Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events.
The Company may not redeem the Notes prior to April 21, 2025. The Company may redeem the Notes in whole or in part, at its option, on or after such date and prior to the 41st scheduled trading day immediately preceding the maturity date, for a cash purchase price equal to the aggregate principal amount of any Notes to be redeemed plus accrued and unpaid interest thereon.
In addition, following certain corporate events that occur prior to the maturity date or following issuance by the Company of a notice of redemption, in each case as provided in the Indenture, in certain circumstances, the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or who elects to convert any Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change or a change in control transaction (each such term as defined in the Indenture), holders of the Notes will have the right to require the Company to repurchase all or a portion of their Notes at a price equal to 100% of the capitalized principal amount of Notes, in the case of a fundamental change, or 125% of the capitalized principal amount of Notes, in the case of change in control transactions, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date.
The Indenture will include a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $750.0 million. In addition, the Indenture will include customary terms and covenants, including certain events of default after which the Notes may accelerate the maturity of the Notes and become due and payable immediately. Such events of default include: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time, if such failure is not cured within five business days; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) the Company’s failure in its obligation to convert a Note, if such default is not cured within five business days; (v) a default by the Company or any guarantor in their other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company, any “significant subsidiary” of the Company (within the meaning of Regulation S-X), or any guarantor with respect to indebtedness for borrowed money of at least $30,000,000; (vii) certain failures by the Company, any significant subsidiary of the Company or any guarantor with respect to the payment of final judgments of at least $30,000,000; (viii) certain events of bankruptcy, insolvency and reorganization involving the Company, any significant subsidiary of the Company or any guarantor; and (ix) except as permitted under the Indenture, the guarantee (as defined in the Indenture) of any guarantor ceases to be in full force and effect, or such guarantor denies or disaffirms in writing its obligations under the Indenture of its guarantee.
The foregoing summaries of the Indenture, the Notes and the Investment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of, as applicable, the Investment Agreement and the Indenture (including the form of Note attached thereto), which will be filed with the SEC following and subject to the Closing.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
The information related to the issuance of the Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.
| Item 3.02 | Unregistered Sale of Securities |
On April 4, 2022, the Company entered into the Investment Agreement, pursuant to which it agreed to sell $300.0 million in aggregate principal amount of the Notes to the Purchaser in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company is selling the Notes to the Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Purchaser in the Investment Agreement.
The information related to the issuance of the Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.
| Item 8.01. | Other Events. |
Press Release
On April 4, 2022, the Company issued a press release announcing the Transactions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated April 4, 2022. | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHARGEPOINT HOLDINGS, INC. | ||
| By: | /s/ Rex S. Jackson | |
| Name: Rex S. Jackson | ||
| Title: Chief Financial Officer | ||
Date: April 4, 2022
Exhibit 99.1
ChargePoint Announces $300 Million Financing
Antara Capital LP to Invest $300 Million in Convertible Senior Notes in a Private Placement
CAMPBELL, Calif. – April 4, 2022 – ChargePoint Holdings, Inc. (NYSE: CHPT), a leading electric vehicle (EV) charging network, today announced that Antara Capital LP has agreed to make a $300 million investment in ChargePoint through the purchase of convertible senior notes to support ChargePoint’s growth initiatives.
Under the terms of the investment, Antara Capital LP will purchase a total aggregate principal amount of $300 million in 3.50% / 5.00% Convertible Senior Notes due 2027 (the “Notes”). The transaction is expected to close on April 12, 2022.
The Notes will be convertible at an initial conversion price to be determined prior to closing. The initial conversion price will represent a 30.0% premium to ChargePoint’s volume-weighted average price over a pre-determined period between this announcement and closing. Upon any conversion, ChargePoint will have the right to elect settlement in cash, shares or any combination thereof in its sole discretion.
The gross proceeds from the sale of the Notes are expected to be $300 million, before deducting fees and estimated offering expenses.
ChargePoint is permitted to pay interest on the Notes in cash or through the issuance of additional Notes (“PIK Interest”), at its election. Interest payments made in cash will be based on an interest rate of 3.50% per year, and PIK Interest will be based on an interest rate of 5.00% per year. The Notes will mature on April 1, 2027, unless redeemed, repurchased or converted in accordance with their terms prior to such date. The Notes will be guaranteed by ChargePoint’s operating company and wholly owned subsidiary, ChargePoint, Inc.
Evercore acted as exclusive financial advisor to ChargePoint.
Additional information regarding this announcement may be found in a Current Report on Form 8-K that ChargePoint intends to file with the Securities and Exchange Commission (the “SEC”).
The Notes and any shares of common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The investment agreement contemplates that the Notes will be transferrable to qualified institutional buyers pursuant to Rule 144A under the Securities Act. ChargePoint has agreed to file a registration statement with the SEC as soon as reasonably practicable after the closing, registering the resale of the shares of common stock issuable upon the conversion of the Notes.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of ChargePoint common stock, if any, into which the Notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About ChargePoint
ChargePoint is creating a new fueling network to move people and goods on electricity. Since 2007, ChargePoint has been committed to making it easy for businesses and drivers to go electric with one of the largest EV charging networks and a comprehensive portfolio of charging solutions available today. ChargePoint’s cloud subscription platform and software-defined charging hardware are designed to include options for every charging scenario from home and multifamily to workplace, parking, hospitality, retail and transport fleets of all types. Today, one
ChargePoint account provides access to hundreds-of-thousands of places to charge in North America and Europe. To date, more than 110 million charging sessions have been delivered, with drivers plugging into the ChargePoint network approximately every two seconds. For more information, visit the ChargePoint pressroom, the ChargePoint Investor Relations site, or contact ChargePoint’s North American or European press offices or Investor Relations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks, uncertainties, and assumptions, including, among other things, statements regarding the closing of the investment, the anticipated use of proceeds and any expected benefits for ChargePoint from application of the proceeds and the terms of the Notes. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: the impact of the COVID-19 pandemic, geopolitical events including the Russian invasion of Ukraine, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; the fact that the Notes may never be converted into common stock, whether because our business is affected by the factors listed below or otherwise; our dependence on widespread acceptance and adoption of EVs and increased installation of charging stations; our current dependence on sales of charging stations for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe; the need to attract additional fleet operators as customers; potential adverse effects on our revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by us; the effects of competition; risks related to our dependence on our intellectual property; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K filed with the SEC on April 4, 2022, which is available on our website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
CHPT-IR
ChargePoint
Jennifer Bowcock
VP, Communications
Jennifer.Bowcock@chargepoint.com
media@chargepoint.com
Patrick Hamer
VP, Capital Markets and Investor Relations
Patrick.Hamer@chargepoint.com
investors@chargepoint.com