Super Micro Computer, Inc 8-K, filed Sep 30, 2024
Super Micro Computer, Inc. (SMCI)
8-K
2024-09-30
For: 2024-09-27
View Original
Added on
April 10, 2026
About this 8-K
Super Micro Computer, Inc filed this 8-K on September 30, 2024, reporting on events of September 27, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported): September 27, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (408 ) 503-8000
Not Applicable
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 | ||||
On September 27, 2024, Super Micro Computer, Inc. (the “Company”) entered into a Ninth Amendment to Loan and Security Agreement (the “ABL Amendment”), by and among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders, which amends the Loan and Security Agreement, dated as of April 19, 2018 (as amended, the “ABL Agreement”). The ABL Amendment, among other things, extends the date by which the Company is required to deliver its audited financial statements for its fiscal year ending June 30, 2024 (the “FY2024 Financial Statements”) under the ABL Agreement from September 28, 2024 to November 27, 2024 and adds a $70 million availability block to the U.S. borrowing base thereunder.
In addition, on September 27, 2024, the Company entered into Amendment No. 1 to Term Loan Credit Agreement (the “Term Loan Amendment”), by and among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders (as amended, the “Term Loan Agreement”). The Term Loan Amendment, among other things, extends the date by which the Company is required to deliver the FY2024 Financial Statements under the Term Loan Agreement from September 28, 2024 to November 27, 2024 and required the Company to prepay $250 million of the term loans outstanding thereunder.
The foregoing descriptions of the ABL Amendment and Term Loan Amendment are qualified in their entirety by the full text of such amendments, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | ||||
The information regarding the ABL Amendment and the Term Loan Amendment as set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders | ||||
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | ||||
On September 30, 2024, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a ten-for-one forward split (the “Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), without any change to its par value. The Amendment also effected a proportionate increase in the number of shares of authorized Common Stock from 100,000,000 to 1,000,000,000. Pursuant to Section 242(d) of the General Corporation Law of the State of Delaware, stockholder approval was not required in connection with the foregoing.
The Stock Split became effective at 5:00 p.m. Eastern Time on September 30, 2024 (the “Effective Time”). Trading in the Common Stock on the Nasdaq Global Select Market is expected to commence on a Stock Split-adjusted basis at the market open on October 1, 2024, under the existing trading symbol “SMCI.” The new CUSIP number for the Common Stock following the Stock Split is 86800U302.
As a result of the Stock Split, every one (1) share of Common Stock issued and outstanding was automatically divided into ten (10) shares of Common Stock. The Stock Split does not modify any rights or preferences of the shares of the Common Stock. Proportionate adjustments were automatically made to the number of shares of Common Stock underlying the Company’s outstanding equity awards, equity incentive plans, and other existing agreements, as well as exercise or conversion prices, as applicable.
The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File | |||||||
SIGNATURE
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.
SUPER MICRO COMPUTER, INC. | ||||||||||||||||||||||||||
Date: September 30, 2024 | By: | /s/ Charles Liang | ||||||||||||||||||||||||
| President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | ||||||||||||||||||||||||||
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SUPER MICRO COMPUTER, INC.
Super Micro Computer, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
FIRST: The first paragraph of Article FOURTH of the Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:
“The Corporation is authorized to issue two classes of stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of Common Stock the Corporation shall have authority to issue is 1,000,000,000, $0.001 par value per share, and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 10,000,000, $0.001 par value per share. The shares of Preferred Stock shall initially be undesignated and may be issued from time to time in one or more additional series. At the Effective Time, each issued share of the Corporation’s Common Stock shall be subdivided into ten (10) validly issued, fully paid and non-assessable shares of Common Stock reflecting a ten (10) for one (1) stock split (the “Stock Split”). The Stock Split shall occur without any further action on the part of the Corporation or the holders of shares of Common Stock and whether or not certificates representing such holders’ shares prior to the Stock Split are surrendered for cancellation.”
SECOND: The said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: This Certificate of Amendment shall become effective at 5:00 p.m., Eastern Time, on September 30, 2024 (the “Effective Time”).
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on this 30th day of September, 2024.
By:
_/s/ Charles Liang_____________
Name: Charles Liang
Title: President, Chief Executive Officer and
Chairman of the Board of Directors
Execution Version 1 #509333660_v2 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated to be effective as of September 27, 2024 (this “Amendment”) is made among SUPER MICRO COMPUTER, INC., a Delaware corporation (“SMCI”, together with any other party hereto as a Borrower, individually, a “Borrower” and, collectively, the “Borrowers”), the Lenders (as defined below) party to this Amendment, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as administrative agent for the Lenders (in such capacity, “Agent”). Background A. WHEREAS, Borrowers, Agent and the financial institutions party thereto from time to time (the “Lenders”) have entered into that certain Loan and Security Agreement, dated as of April 19, 2018, (as amended, restated, amended and restated, modified or supplemented from time to time, the “Loan Agreement”). All capitalized terms used and not otherwise defined in this Amendment are used as defined in the Loan Agreement, as amended hereby. B. WHEREAS, Agent and Lenders have agreed to amend certain terms of the Loan Agreement subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth and for other good and valuable consideration, Borrowers, Agent and Lenders hereby agree as follows: Agreement 1. Amendments to the Loan Agreement. (a) New Definition. The following new definition shall hereby be added to Section 1.1 of the Loan Agreement in proper alphabetical order, to read as follows: Availability Block: Commencing on the Ninth Amendment Effectiveness Date and at all times thereafter, $70,000,000; provided, that such amount shall be reduced to $0 upon Agent’s receipt of Borrower’s audited financial statements in accordance with Section 10.1.2(a) so long as no Default or Event of Default then exists. Ninth Amendment Effectiveness Date: September 27, 2024. (b) Amended Definitions. The following definition set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows: U.S. Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate U.S. Revolver Commitments, minus the Availability Block; or (b) the sum of the U.S. Accounts Formula Amount, plus the U.S. Inventory Formula Amount, minus the U.S. Availability Reserve, minus the Availability Block.
2 #509333660_v2 (c) Amendment to Section 10.1.2(a). Section 10.1.2(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: (a) as soon as available, and in any event by no later than (i) November 27, 2024 with respect to the Fiscal Year ending June 30, 2024, and (ii) within 90 days after the close of each other Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders equity for such Fiscal Year, on consolidated and consolidating bases for Borrowers and Subsidiaries, which consolidated statements shall be audited (without qualification) by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent; 2. Representations and Warranties. In order to induce Agent and each Lender to enter into this Amendment, each Borrower represents and warrants to Agent and each Lender that the following statements are true, correct and complete on and as of the date hereof: (a) Representations and Warranties. The execution, delivery and performance of this Amendment has been duly authorized and this Amendment constitutes the legal, valid and binding obligation of each Borrower enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. Each Borrower hereby represents and warrants to Agent and each Lender as of the date hereof no Default or Event of Default shall have occurred and be continuing. The information included in any Beneficial Ownership Certification is true and correct in all respects. (b) Incorporation of Representations and Warranties from Loan Agreement. After giving effect to this Amendment, the representations and warranties contained in Section 9 of the Loan Agreement are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. 3. Effectiveness. This Amendment shall become effective, as of the date first set forth above upon receipt by the Agent of the executed counterparts of this Amendment from the Borrowers and each of the Lenders. 4. Binding Effect; Ratification. (a) Upon the effectiveness of this Amendment and thereafter this Amendment shall be binding on the Agent, Borrowers and Lenders and their respective successors and assigns. (b) On and after the execution and delivery hereof, this Amendment shall be a part of the Loan Agreement and each reference in the Loan Agreement to “this Loan Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Loan Document to the Loan Agreement shall mean and be a reference to such Loan Agreement as amended hereby.
3 #509333660_v2 (c) Except as expressly amended hereby, the Loan Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 5. Miscellaneous. (a) THIS AMENDMENT SHALL BE SUBJECT TO SECTIONS 14.15, 14.16 AND 14.17 OF THE LOAN AGREEMENT, WHICH ARE INCORPORATED HEREIN BY REFERENCE. (b) Borrowers agree to pay on demand all reasonable and documented out of pocket costs and expenses incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto. (c) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. (d) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. [Signature Page Follows]
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (SMCI) SIGNATURE PAGE ING CAPITAL LLC, as a Lender By: Name: Jean Grasso Title: Managing Director By: Name: Jeff Chu Title: Director
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender Name: C ic ■ ") Title: NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (SMCI) SIGNATURE PAGE RESTRICTED
Execution Version #99040291v7 AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated as of September 27, 2024, is by and among SUPER MICRO COMPUTER, INC., a Delaware corporation (the “Borrower”) and BANK OF AMERICA, N.A., as Lender (in such capacity, the “Lender”) and as Administrative Agent (in such capacity, the “Agent”). RECITALS WHEREAS, the Borrower, the Lender and the Agent are parties to that certain Term Loan Credit Agreement, dated as of July 19, 2024 (the “Existing Credit Agreement” and as amended by this Amendment the “Credit Agreement”); and WHEREAS, pursuant to and in accordance with Section 11.01 of the Existing Credit Agreement, the Borrower, the Lender and the Agent desire to amend the Existing Credit Agreement, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINED TERMS SECTION 1.1 Unless otherwise defined herein, capitalized terms used herein have the respective meanings ascribed thereto in the Existing Credit Agreement. ARTICLE II AMENDMENTS TO EXISTING CREDIT AGREEMENT SECTION 2.1 Amendment to Existing Credit Agreement. Pursuant to Section 11.01 of the Existing Credit Agreement, effective as of the First Amendment Effective Date (as defined below), the Existing Credit Agreement shall be amended as follows: (a) Section 1.01 of the Existing Credit Agreement shall be amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth immediately below: “Debt Issuance” means incurrence of Indebtedness for borrowed money by the Borrower after the Closing Date (excluding borrowings under the Existing Credit Agreement as in effect on the First Amendment Effective Date). “Existing Credit Agreement” means that certain Loan and Security Agreement, dated as of April 19, 2018 (as amended, restated, amended and restated, modified or supplemented on or prior to the First Amendment Effective Date), by and among the Borrower, the lenders party thereto and Bank of America, in its capacity as the administrative agent.
-2- #99040291v7 (b) Section 6.01(a) of the Existing Credit Agreement shall be amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth immediately below: “(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower (commencing with and including and in the case of the financial statements related to the fiscal year of the Borrower ending June 30, 2024, within one hundred and fifty (150) days after the end of such fiscal year), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.” (c) Section 8.01(b) of the Existing Credit Agreement shall be amended by adding the double-underlined text (indicated textually in the same manner as the following example: double- underlined text) as set forth immediately below: “Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01(a) (with respect to the financial statements related to the fiscal year of the Borrower ending June 30, 2024), Section 6.03(a), Section 6.05 (with respect to the preservation of the Borrower’s legal existence), Section 6.11, Section 6.13 or Article VII, or any Guarantor fails to perform or observe any term, covenant or agreement contained in Article X; or” SECTION 2.2 Reference to and Effect on the Credit Agreement. (a) The parties hereto acknowledge and agree that as of the First Amendment Effective Date, after giving effect to the Prepayment (as defined below), the principal amount of Loans outstanding under the Credit Agreement is $250,000,000. (b) On and after the First Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the “Credit Agreement” shall mean and be a reference to the Existing Credit Agreement as amended by this Amendment and (ii) all references in the Credit Agreement and each of the other Loan Documents to the “Credit Agreement” shall be deemed to be references to the Existing Credit Agreement, as modified by this Amendment.
-3- #99040291v7 ARTICLE III CONDITION TO EFFECTIVENESS This Amendment shall become effective as of the first date (such date, the “First Amendment Effective Date”) on which each of the following conditions has been satisfied: (a) the Agent shall have received duly executed counterparts of this Amendment, executed and delivered by the Borrower, the Lender and the Agent; and (b) on or before September 27, 2024, the Agent shall have received a prepayment of the Loans in a principal amount of $250,000,000 (such prepayment, the “Prepayment”) in accordance with the procedures for prepayments specified in Section 2.03 of the Existing Credit Agreement. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.1 Representations and Warranties. In order to induce the other parties hereto to enter into this Amendment in the manner provided herein, the Borrower represents and warrants to the Agent and the Lender that: (a) each of the representations and warranties of the Loan Parties contained in Article V or any other Loan Document shall be true and correct, in all material respects (unless already qualified by materiality or “Material Adverse Effect” in which case, they shall be true and correct in all respects), on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects (unless already qualified by materiality or “Material Adverse Effect”, in which case, they shall be true and correct in all respects), as of such earlier date; (b) the execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate or other organizational action, and this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of Borrower, enforceable against the Borrower in accordance with its terms; and (c) no Default or Event of Default exists or would immediately result from the effectiveness of this Amendment. ARTICLE V EFFECTS ON LOAN DOCUMENTS SECTION 5.1 Effects on Loan Documents. (a) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender or the Agent under any of the Loan
-4- #99040291v7 Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lender or the Agent under the Loan Documents. (b) The Borrower and the other parties hereto acknowledge and agree that, on and after the First Amendment Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. (c) Nothing herein shall be deemed to entitle the Borrower to a further consent to, or amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. For the avoidance of doubt, nothing in this Amendment constitutes a waiver of any Default or Event of Default. (d) The Borrower hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party. This Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. (e) Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. ARTICLE VI MISCELLANEOUS SECTION 6.1 GOVERNING LAW; WAIVER OF JURY TRIAL; SEVERABILITY. Sections 11.12 (Severability), 11.14 (Governing Law; Jurisdiction; Etc.) and 11.15 (Waiver of Jury Trial) of the Existing Credit Agreement are hereby incorporated herein by reference, mutatis mutandis. SECTION 6.2 Electronic Execution; Electronic Records; Counterparts. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Borrower, the Agent and the Lender agrees that any Electronic Signature on or associated with this Amendment shall be valid and binding on such Person to the same extent as a manual, original signature, and that this Amendment entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms hereof to the same extent as if a manually executed original signature was delivered. The provisions of Section 11.18 (Electronic Execution; Electronic Records; Counterparts) of the Existing Credit Agreement shall apply to this Amendment mutatis mutandis. [Remainder of page intentionally left blank.]
