IPG PHOTONICS CORP (Form: 8-K, Received: 04/23/2020 16:03:50)

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

April 22, 2020

Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-33155

(Commission File No.)

04-3444218

(IRS Employer

Identification No.)

50 Old Webster Road

Oxford, Massachusetts 01540

(Address of Principal Executive Offices, including Zip Code)

(508) 373-1100

(Registrant’s telephone number)

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))


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	IPGP	Nasdaq Global Select Market

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 April 22, 2020, IPG Laser GmbH ("IPG Laser"), a wholly-owned subsidiary of IPG Photonics Corporation (the "Company"), entered into the First Amendment to Credit Facility Agreement dated April 20, 2020 (the "First Amendment") with Deutsche Bank AG ("Deutsche Bank") to extend the term of its existing unsecured revolving line of credit dated July 27, 2017 with Deutsche Bank (the "Credit Facility Agreement"). The term of the Credit Facility Agreement has been extended to July 31, 2023 from its original expiration date of July 31, 2020. IPG Laser, located in Burbach, Germany, is one of the Company's principal manufacturing, research and sales operations.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to said document, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is 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 set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
Exhibit 10.1						First Ame ndment to Credit Facility Agreement dated April 20, 202 0 between IPG Laser GmbH and Deutsche Bank AG

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

IPG PHOTONICS CORPORATION

April 23, 2020

By:

/s/ Angelo P. Lopresti

Angelo P. Lopresti

Senior Vice President, General Counsel & Secretary

Exhibit 10.1

1^st amendment dated April 20, 2020 to the

Credit Facility Agreement in the amount of

EUR 50,000,000.00 dated July 27, 2017

IPG Laser GmbH

Siemensstraße 7

57299 Burbach (the ”Borrower“)

and

Deutsche Bank AG

Filiale Deutschlandgeschäft

An den Dominikanern 11 – 27

50 668 Cologne (the ”Bank”)

entered into an credit agreement (the „Credit Facility Agreement“) pursuant to which the Bank makes available a revolving umbrella credit facility to the Borrower (the “Credit Facility”) on the basis of the Bank’s General Business Conditions (Allgemeine Geschäftsbedingungen). With this 1^st amendment dated April 20^th, 2020 (the “1^st Amendment”) the Credit Facility Agreement will be amended as follows:

§ 2 – UMBRELLA CREDIT FACILITY

(2) Term of the Facilities

The Facilities are available until Juli 31^st,2023 (“Term of the Umbrella-Credit Facility”).

(4) Definitions

The definition of “EONIA” will be supplemented by the following sentence: “If EONIA is less than zero, EONIA shall be deemed to be zero.”

The definition of “EURIBOR” will be supplemented by the following sentence: “If EURIBOR is less than zero, EURIBOR shall be deemed to be zero.”

§ 6 – INTEREST / COMMISSIONS / FEES

(1) General

Page 2 of 1^st amendment dated March 27, 2020 to the Credit Facility Agreement

in the amount of EUR 50,000,000.00 dated July 27^th, 2017

(b) Credit Commission

For holding available the Facility 1 and 2 the Bank charges a current credit commission in the amount of 0.45% p.a. of the amount of Facility 1 and 2. If the Bank tolerates an overdraft of the amount of the respective Facility, despite its not being obliged to do so, the Bank will charge on the amount exceeding the amount of the respective Facility the credit commission in addition to the increased interest rate for overdrafts.

The credit commission will be calculated on the basis 30/360 and is due quarterly in arrears and upon termination of the Facility 1 and/or 2

deleted

(2) Facility 1

(a) Interest rate for current account cash advances

The calculation of interest rates for cash advances on current accounts will be based on the following terms and conditions:

The rate of interest per annum for current account cash advances in Euro is the sum of the monthly EONIA-average rate and the margin.

The margin is new 0.8% p.a. (old: 1.0% p.a.)

Interest will be calculated on the basis 30/360. Amounts will be due and payable quarterly in arrears and upon termination of the Facility 1.

The monthly EONIA-average rate is the interest rate as determined by the Bank at the end of each month for that respective month as the monthly average of the European Over-Night In-dexed Average.

(a) Interest for EURIBOR-Fixed Interst Loans

The rate of interest for Fixed Interest Loans in Euro is the percentage rate per annum which is the sum of the applicable EURIBOR for the agreed interest period and the margin.

The margin is new 0.65% (old: 0.75 % p.a.).

Interest will be calculated by calendar days on the basis actual / 360. Interest is due and payable at the end of the respective interest period, in case of interest periods longer than six months after six months and at the end of the respective interest period.

§ 10 - MISCELLANEOUS

(9) Expiration Date / Effectiveness/ Appropriation of existing utilizations

(a)The offer of the Bank to enter into this 1^st Amendment expires on May 8^th, 2020 (“Expira-tion Date”).

Page 3 of 1^st amendment dated March 27, 2020 to the Credit Facility Agreement

in the amount of EUR 50,000,000.00 dated July 27^th, 2017

(b)This 1^stAmendment becomes effective upon receipt by the Bank of this 1^st Amendment on or prior to the Expiration Date duly signed by all parties.

All other Terms and Conditions of the Credit Facility Agreement remain unchanged.


Declaration according to the GwG The Borrower hereby confirms the Bank by ticking the box or initial that with regard to the Credit Facility Agreement he is acting for his own account. ( ) IPG Laser GmbH

This 1^st Amendment will be cited under the date first above written.

Deutsche Bank AG

Filiale Deutschlandgeschäft

Cologne, April 20^th, 2020 /s/ Anne Kirschbaum

/s/ Thomas Zwirbel

IPG Laser GmbH

Burbach, April 22^nd, 2020 /s/ Eugene A. Scherbakov

Place, Date (legally binding signatures; please add the

names of the signatories in blockletters)

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