IROBOT CORP: debt financing — iRobot's $190.7M debt transferred to contract manufacturer Picea; bankruptcy likely, stockholders may get zero

IROBOT CORP

Carlyle assigned $190.7M principal & interest to Santrum (Picea unit); debt now held by key supplier.
iRobot owes Picea $161.5M for manufacturing, $90.9M past due; discussions ongoing for resolution.
Covenant waivers extended to Jan 15, 2026; company admits it cannot likely avoid bankruptcy outside process.
Cash $24.8M vs $205.3M loan fair value; auditor's going concern doubt persists, no new capital sources.
Strategic sale process: counterparty withdrew in late Oct; company says any deal likely only in bankruptcy.

item 1.01 item 2.03 item 8.01 item 9.01

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

IROBOT CORP amended credit facility of $190.7 million with Santrum Hong Kong Co., Limited.

Instrument: credit facility
Principal: $190.7 million
Counterparty: Santrum Hong Kong Co., Limited
Event: amendment

Exact text from the filing

of The Carlyle Group, as administrative agent and collateral agent, and the Original Lenders (the “Credit Agreement”). In connection with this transaction, Santrum assumed the $190.7 million in principal and interest outstanding under the Credit Agreement as of November 24, 2025 and replaced TCG Senior Funding L.L.C. as administrative agent and collateral agent under

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

IROBOT CORP entered into Amendment No. 7 and Limited Consent to Credit Agreement with Santrum Hong Kong Co., Limited valued at Extended waiver of covenant obligations and deferral of $5.1M interest until January 15, 2026 (effective 2025-11-24).

Action: entry
Agreement: credit facility
Counterparty: Santrum Hong Kong Co., Limited
Value: Extended waiver of covenant obligations and deferral of $5.1M interest until January 15, 2026
Effective: 2025-11-24

Exact text from the filing

On November 24, 2025, Santrum Hong Kong Co., Limited (“Santrum”), a wholly-owned subsidiary of Shenzhen PICEA Robotics Co., Ltd. (f/k/a Shenzhen 3irobotix Co., Ltd.) (“Picea”), acquired from various affiliates of The Carlyle Group (the “Original Lenders”) all of the rights and interests of the lenders under the Credit Agreement entered into on July 24, 2023, as amended, by and among iRobot Corporation (the “Company”), TCG Senior Funding L.L.C., an affiliate of The Carlyle Group, as administrative agent and collateral agent, and the Original Lenders (the “Credit Agreement”).

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Source: SEC EDGAR

accession 0001159167-25-000095

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