PCT 8-K
PureCycle Technologies, Inc. (PCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Revolving Credit Agreement
PureCycle Technologies, Inc. (the “Company”) is party to that certain Credit Agreement (as amended, the “Revolving Credit Agreement”) dated as of March 15, 2023, with PureCycle Technologies Holdings Corp., PureCycle Technologies, LLC, and PureCycle Augusta, LLC (collectively, the “Guarantors”), Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, the “Lenders”), and Madison Pacific Trust Limited (the “Administrative Agent” and “Security Agent”), providing the Company with a revolving credit facility pursuant to which the Company can borrow up to $200 million (the “Revolving Credit Facility”). On April 11, 2025, the Company, the Guarantors, the Administrative Agent, the Security Agent and the Lenders executed an Eighth Amendment to the Credit Agreement (“Eighth Amendment to Credit Agreement”), which amends the Revolving Credit Agreement to extend the maturity date of the Revolving Credit Facility from March 31, 2026 to September 30, 2026. The Lenders and their affiliates are greater than 5% beneficial owners of the Company.
The foregoing summary of the Eighth Amendment to Credit Agreement is subject to, and qualified in its entirety by, the text of the Eighth Amendment to Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Side Letter
On April 11, 2025, the Company entered into a Side Letter (the “Side Letter”) with Sylebra Capital Management (“Sylebra Capital”), pursuant to which the Company agreed to forbear the exercise of its redemption rights with respect to the Series A Warrants, distributed September 17, 2022 (the “Series A Warrants”), that are held by investment entities affiliated with Sylebra Capital, until the earlier of (i) the one year anniversary of the date the Company’s redemption rights are triggered and (ii) the termination date of the Series A Warrants.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Set forth below is a list of Exhibits included as part of this Current Report.
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Description of Exhibit |
10.1 |
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104 |
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
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.
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PureCycle Technologies, Inc. |
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Date: |
April 15, 2025 |
By: |
/s/ Jaime Vasquez |
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Jaime Vasquez, Chief Financial Officer |
Execution Version
EIGHTH AMENDMENT TO CREDIT AGREEMENT
This EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of March [●], 2025 (this “Amendment”), is entered into by and among (a) PURECYCLE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (b) PURECYCLE TECHNOLOGIES HOLDINGS CORP., a Delaware Corporation (“Holdings”), (c) PURECYCLE TECHNOLOGIES, LLC, a Delaware limited liability company (“PureCycle LLC”), (d) PURECYCLE AUGUSTA, LLC, a Delaware limited liability company (“PureCycle Augusta” and, together with Holdings and PureCycle LLC, collectively, the “Guarantors”), (e) MADISON PACIFIC TRUST LIMITED, as Administrative Agent (in such capacity, the “Administrative Agent”), and (f) MADISON PACIFIC TRUST LIMITED, as Security Agent (in such capacity, the “Security Agent”).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative Agent and the Security Agent are each party to that certain Credit Agreement, dated as of March 15, 2023, as amended by that certain First Amendment to Credit Agreement dated as of May 8, 2023, that certain Second Amendment to Credit Agreement dated as of August 4, 2023, that certain Third Amendment to Credit Agreement dated as of August 21, 2023, that certain Fourth Amendment to Credit Agreement dated as of March 1, 2024, that certain Limited Waiver and Fifth Amendment dated as of May 10, 2024, that certain Limited Consent and Sixth Amendment to Credit Agreement dated as of September 11, 2024, and that certain Limited Consent and Seventh Amendment to Credit Agreement dated as of February 5, 2024 (the “Credit Agreement” and, the Credit Agreement as amended and modified by this Amendment, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the same meanings as specified in the Amended Credit Agreement;
WHEREAS, the Loan Parties request that the Administrative Agent, the Security Agent and the Lenders amend the Credit Agreement in certain respects; and
WHEREAS, the Lenders are willing to so amend the Credit Agreement solely on the terms and subject to conditions set forth in this Amendment and the Lenders authorize and instruct the Administrative Agent and the Security Agent to enter into this Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:
“Maturity Date” means September 30, 2026.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective authorized officers as of the date first above written.
BORROWER:
PURECYCLE TECHNOLOGIES, iNC.
By:/s/ Dustin Olson
Name: Dustin Olson
Title: Chief Executive Officer
GUARANTORS:
PURECYCLE TECHNOLOGIES HOLDINGS CORP.
By:/s/ Dustin Olson
Name: Dustin Olson
Title: Chief Executive Officer
PURECYCLE TECHNOLOGIES, LLC
By:/s/ Dustin Olson
Name: Dustin Olson
Title: Chief Executive Officer
PURECYCLE AUGUSTA, LLC
By:/s/ Dustin Olson
Name: Dustin Olson
Title: Chief Executive Officer
[Signature Page to Eighth Amendment to Credit Agreement]
AGENTS:
MADISON PACIFIC TRUST LIMITED, as Administrative Agent
By:/s/ HJH
Name: Holly Jocelyn Hamilton
Title: Managing Director
MADISON PACIFIC TRUST LIMITED, as Security Agent
By: /s/ HJH
Name: Holly Jocelyn Hamilton
Title: Managing Director
[Signature Page to Eighth Amendment to Credit Agreement]
LENDERS:
SYLEBRA CAPITAL PARTNERS MASTER FUND, LTD, as a Lender
By:/s/ Matthew Whitehead
Name: Matthew Whitehead
Title: Authorized Signatory
SYLEBRA CAPITAL PARC MASTER FUND, as a Lender
By: /s/ Matthew Whitehead
Name: Matthew Whitehead
Title: Authorized Signatory
SYLEBRA CAPITAL MENLO MASTER FUND, as a Lender
By: /s/ Matthew Whitehead
Name: Matthew Whitehead
Title: Authorized Signatory
[Signature Page to Eighth Amendment to Credit Agreement]