Li-Cycle Holdings Corp.: debt financing — Li-Cycle enters $75M convertible note with Glencore; conversion price $0.53/share

Li-Cycle Holdings Corp.

$75M senior secured convertible note from Glencore; matures 5 years; interest SOFR+5% (cash) or SOFR+6% (PIK).
Conversion price $0.53/share; Glencore could reach ~47.8% ownership on full conversion (including existing note).
Glencore gets two additional board nominees (total 3); nominees must be independent under Canadian/US rules.
Rights Agreement amended to exempt Glencore from 'Acquiring Person' definition for the transaction and related transfers.
NYSE granted financial viability exception; Audit Committee approved reliance on that exception.

item 1.01 item 3.03 item 2.03 item 3.02 item 7.01 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

Li-Cycle Holdings Corp. incurred convertible notes of $75,000,000 with Glencore Ltd. and Glencore Canada Corporation at secured overnight financing rate plus five percent (5%) per annum if interest is maturing fifth anniversary of the closing.

Instrument: convertible notes
Principal: $75,000,000
Counterparty: Glencore Ltd. and Glencore Canada Corporation
Rate: secured overnight financing rate plus five percent (5%) per annum if interest is
Maturity: fifth anniversary of the closing
Event: incurrence

Exact text from the filing

On March 11, 2024, Li-Cycle Holdings Corp. (the “ Company ”) entered into a Note Purchase Agreement (the “ Note Purchase Agreement ”) with Glencore Ltd. (“ Glencore Intermediate ”), and Glencore Canada Corporation (“ Glencore ”, and together with Glencore Intermediate, the “ Glencore Parties ”), pursuant to which the Company agreed to issue and sell to Glencore a senior secured convertible note (the “ Senior Secured Convertible Note ”) in an aggregate principal amount of $75,000,000

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Li-Cycle Holdings Corp. entered into Note Purchase Agreement with Glencore Ltd. and Glencore Canada Corporation valued at $75,000,000 (effective 2024-03-11).

Action: entry
Agreement: notes offering
Counterparty: Glencore Ltd. and Glencore Canada Corporation
Value: $75,000,000
Effective: 2024-03-11

Exact text from the filing

On March 11, 2024, Li-Cycle Holdings Corp. (the “ Company ”) entered into a Note Purchase Agreement (the “ Note Purchase Agreement ”) with Glencore Ltd. (“ Glencore Intermediate ”), and Glencore Canada Corporation (“ Glencore ”, and together with Glencore Intermediate, the “ Glencore Parties ”), pursuant to which the Company agreed to issue and sell to Glencore a senior secured convertible note (the “ Senior Secured Convertible Note ”) in an aggregate principal amount of $75,000,000

View on SEC.gov

299 debt financings filed in the last 30 days. Browse all debt financings →

Source: SEC EDGAR

accession 0001193125-24-065459

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