8-K12G3
filed December 11, 2023, 6:59 PM ET
ticker CGEH
CIK 0001009759
other material
confidence high
sentiment neutral
materiality 1.00
Capstone Energy Plus, Inc. (CGEH): debt financing — Capstone emerges from Chapter 11; new equity structure and $27.6M exit notes
Capstone Energy Plus, Inc.
- Effective Dec 7, 2023, Capstone Green Energy Holdings, Inc. emerged from Chapter 11 as the successor reporting issuer.
- Exit facility: roll-up of $12.6M DIP new money and $8.0M DIP roll-up notes plus $7.0M new money ($3.0M drawn), SOFR+7.00%.
- New Subsidiary ownership: New Capstone 62.5% common units; Reorganized PrivateCo 37.5% preferred units.
- Services fee capped at $2.5M for FY2023; trademark license $100K annual royalty.
- Minimum liquidity covenant ramps from $2M (June 2024) to $4M (Mar 2026); EBITDA covenant starts at $1M (Mar 2024).
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Capstone Energy Plus, Inc. incurred credit facility of $7.0 million new money committed delayed draw term loan facility with Goldman Sachs Specialty Lending Group, L.P. at Adjusted Term SOFR plus 7.00% per annum maturing December 7, 2025.
- Instrument
- credit facility
- Principal
- $7.0 million new money committed delayed draw term loan facility
- Counterparty
- Goldman Sachs Specialty Lending Group, L.P.
- Rate
- Adjusted Term SOFR plus 7.00% per annum
- Maturity
- December 7, 2025
- Event
- incurrence
Exact text from the filing
On the Petition Date, the Debtors (i) entered into a Transaction Support Agreement (the “TSA”) with Goldman Sachs Specialty Lending Group, L.P., in its capacity as collateral agent (the “Collateral Agent”) under that certain Amended and Restated Note Purchase Agreement, dated as of October 1, 2020 (as amended, the “Note Purchase Agreement”), and Broad Street Credit Holdings LLC, an affiliate of the Collateral Agent, in its capacity as purchaser (“Purchaser” and, together with the Collateral Agent, the “Pre-Petition Secured Parties”) under the Note Purchase Agreement and (ii) filed with the Bankruptcy Court a joint prepackaged chapter 11 plan of reorganization (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.7
Denise Wilson was named as Lead Independent Director at Capstone Energy Plus, Inc..
- Action
- named
- Role
- Lead Independent Director
Exact text from the filing
Ms. Wilson was named as Lead Independent Director.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Capstone Energy Plus, Inc.: Adopted Amended and Restated Bylaws (effective 2023-12-07).
- Change
- bylaw amendment
- Effective
- 2023-12-07
Exact text from the filing
Amended and Restated Bylaws (the “Bylaws”), each of which became effective on December 7, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Capstone Energy Plus, Inc.: Adopted Second Amended and Restated Certificate of Incorporation (effective 2023-12-07).
- Change
- charter amendment
- Effective
- 2023-12-07
Exact text from the filing
New Capstone adopted and filed with the State of Delaware a Second Amended and Restated Certificate of Incorporation (the “Charter”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Capstone Energy Plus, Inc. entered into Exit Note Purchase Agreement with Purchaser and the Collateral Agent valued at a roll up of the $12.6 million DIP New Money Notes (plus any accrued unpaid interest); (ii) a roll u.
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Purchaser and the Collateral Agent
- Value
- a roll up of the $12.6 million DIP New Money Notes (plus any accrued unpaid interest); (ii) a roll u
Exact text from the filing
In connection with the emergence form the Chapter 11 Cases, on the Effective Date, New Subsidiary entered into an Exit Note Purchase Agreement (the “Exit Note Purchase Agreement”), by and among New Subsidiary, as the issuer, New Capstone and Capstone Financial Services, as the guarantors (the “Guarantors”), Purchaser and the Collateral Agent.
View on SEC.gov
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