Attached files
file | filename |
---|---|
EX-10.9 - EXHIBIT 10.9 - POWERSECURE INTERNATIONAL, INC. | c25041exv10w9.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2011
POWERSECURE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-12014 | 84-1169358 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1609 Heritage Commerce Court, Wake Forest, North Carolina |
27587 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (919) 556-3056
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On November 17, 2011, PowerSecure International, Inc., a Delaware corporation (the Company),
entered into a Sixth Amendment to Credit Agreement (the Sixth Amendment) with Citibank, N.A.
(Citibank) and Branch Banking and Trust Company in their capacity as lenders (the Lenders), and
Citibank, in its capacity as the administrative agent (the Agent). The Sixth Amendment amends
that certain Credit Agreement, dated as of August 23, 2007 and previously amended on January 17,
2008, April 18, 2008, November 12, 2008, November 9, 2010 and January 14, 2011 (as amended, the
Credit Agreement), among the Company, the Lenders and the Agent, to (i) permit the Company to
repurchase up to $5 million of shares of its Common Stock, par value $.01 per share (Common
Stock), pursuant to its previously disclosed Stock Repurchase Program, which the Company disclosed
in its Current Report on Form 8-K filed November 3, 2011, and its press release issued on the same
date and included as an exhibit to such filing, and (ii) exclude any repurchases of its Common
Stock under the Stock Repurchase Program from the Fixed Charge Coverage Ratio in the financial
covenants of the Company under the Credit Agreement. Except as amended, the remainder of the
Credit Agreement remains in full force and effect.
The Credit Agreement, as amended by the Sixth Amendment, continues to provide for a $25
million senior, first-priority secured revolving credit facility (the Credit Facility) that has
been guaranteed by all active subsidiaries of the Company (the Active Subsidiaries) and is
secured by the assets of the Company and the Active Subsidiaries. The Active Subsidiaries
acknowledged and agreed to the terms and conditions of the Sixth Amendment. At November 17, 2011,
the Company had no outstanding balance under the Credit Facility.
The foregoing description of the Credit Agreement and the Sixth Amendment does not purport to
be a complete statement of the parties rights and obligations under such documents, and is
qualified in its entirety by reference to the text of the Credit Agreement and the amendments
thereto, including the Sixth Amendment, which are exhibits hereto and incorporated herein by this
reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided above in Item 1.01 under the heading Sixth Amendment to Credit
Agreement is hereby incorporated by reference into this Item 2.03.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
10.1 | Credit Agreement, dated as of August 23, 2007, between
PowerSecure International, Inc., as borrower, and Citibank, N.A., as
administrative agent and lender. (Incorporated by reference to Exhibit 10.1
to the Registrants Current Report on Form 8-K filed on August 24, 2007.) |
|||
10.2 | Form of Security Agreement, dated as of August 23, 2007,
by each of PowerSecure International, Inc. and its active subsidiaries in
favor of Citibank, N.A., as administrative agent, as secured party.
(Incorporated by reference to Exhibit 10.2 to the Registrants Current
Report on Form 8-K filed on August 24, 2007.) |
2
10.3 | Form of Guaranty, dated as of August 23, 2007, by each
active subsidiary of PowerSecure International, Inc. in favor of Citibank,
N.A., as administrative agent. (Incorporated by reference to Exhibit 10.3 to
the Registrants Current Report on Form 8-K filed on August 24, 2007.) |
|||
10.4 | First Amendment to Credit Agreement, dated as of January
17, 2008, between PowerSecure International, Inc., as borrower, and
Citibank, N.A., as administrative agent and lender. (Incorporated by
reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K
filed on January 23, 2008.) |
|||
10.5 | Second Amendment to Credit Agreement, dated as of April
18, 2008, between PowerSecure International, Inc., as borrower, and
Citibank, N.A., as administrative agent and lender. (Incorporated by
reference to Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2008.) |
|||
10.6 | Third Amendment to Credit Agreement, dated as of November
12, 2008, among PowerSecure International, Inc., as borrower, Citibank,
N.A., as administrative agent and lender, and SunTrust Bank and Branch
Banking and Trust Company, as lenders. (Incorporated by reference to Exhibit
10.6 to the Registrants Current Report on Form 8-K filed on November 18,
2008.) |
|||
10.7 | Fourth Amendment to Credit Agreement, dated as of November
9, 2010, among PowerSecure International, Inc., as borrower, Citibank, N.A.,
as administrative agent and lender, and SunTrust Bank and Branch Banking and
Trust Company, as lenders. (Incorporated by reference to Exhibit 10.7 to
the Registrants Current Report on Form 8-K filed on November 16, 2010.) |
|||
10.8 | Fifth Amendment to Credit Agreement, dated as of January
14, 2011, among PowerSecure International, Inc., as borrower, Citibank,
N.A., as administrative agent and lender, and Branch Banking and Trust
Company, as lender. (Incorporated by reference to Exhibit 10.8 to the
Registrants Current Report on Form 8-K filed on January 18, 2011.) |
|||
10.9 | Sixth Amendment to Credit Agreement, dated as of November
17, 2011, among PowerSecure International, Inc., as borrower, Citibank,
N.A., as administrative agent and lender, and Branch Banking and Trust
Company, as lender. (Filed herewith.) |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
POWERSECURE INTERNATIONAL, INC. |
||||
By: | /s/ Christopher T. Hutter | |||
Christopher T. Hutter | ||||
Executive Vice President and Chief Financial Officer | ||||
Dated: November 17, 2011
4