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
Date of Report (Date of earliest event reported): May 1, 2025 (April 30, 2025)
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware | 333-274434 | 93-3205861 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1211 E 4th St.
Austin, Texas 78702
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 409-599-5706
(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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | TE | The New York Stock Exchange | ||
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 pf 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 30, 2025, the construction loan of T1 G1 Dallas Solar Module (Trina) LLC, a Texas limited liability company (the “Borrower”, a wholly owned subsidiary of T1 Energy Inc., the “Company”) converted to a term loan (the “Term Conversion”) in accordance with the terms of the Borrower’s credit agreement dated July 16, 2024 with HSBC Bank USA, N.A., as administrative and collateral agent, Standard Chartered Bank, Société Générale and HSBC Bank USA, N.A., as joint lead arrangers, Standard Chartered Bank, as green loan coordinator, and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
The Term Conversion occurred following the Borrower’s satisfaction of certain conditions precedent set forth in Section 4.03 of the Credit Agreement, including: (i) a formal acknowledgment by each of the Borrower’s key solar photovoltaic module offtakers that the Facility Commissioning Date (as defined under the applicable Offtake Contract (as defined in the Credit Agreement)) has occurred; (ii) Substantial Completion (as defined under that certain Agreement, dated as of September 15, 2023, by and between the Borrower and Gray Construction, Inc., as amended) has occurred; and (iii) a certification by an independent engineer that the Borrower’s solar photovoltaic module manufacturing facility with a total annual production capacity of 5 GWdc located in Wilmer, Texas has been installed, tested and is ready and capable of being used for its intended purposes in a safe manner. Following the Term Conversion, the term loans under the Credit Agreement are scheduled to mature on December 31, 2029.
In connection with the Term Conversion, the Borrower amended the Credit Agreement pursuant to that certain Amendment No. 5 to the Credit Agreement, dated as of April 30, 2025 (“Amendment No. 5”), which, among other things, reduces the balance required to be maintained in the Borrower’s debt service reserve account for the initial period starting on the date of Term Conversion and ending on June 30, 2025.
The foregoing description of the Credit Agreement and Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement. A copy of Amendment No. 5 is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On May 1, 2025, the Company issued a press release announcing the Term Conversion. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Amendment No. 5 to the Credit Agreement, dated as of April 30, 2025, by and among the Borrower, the lenders from time to time party thereto, and HSBC Bank USA, N.A., as administrative and collateral agent | |
99.1 | Press Release dated May 1, 2025. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
T1 Energy Inc. | |||
By: | /s/ Joseph Evan Calio | ||
Name: | Joseph Evan Calio | ||
Title: | Chief Financial Officer |
Dated: May 1, 2025
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Exhibit 10.1
AMENDMENT NO. 5 TO CREDIT AGREEMENT
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April 30, 2025, by and among T1 G1 Dallas Solar Module (Trina) LLC, a Texas limited liability company formerly known as “Trina Solar US Manufacturing Module 1, LLC” (the “Borrower”), the lenders party from time to time to the Credit Agreement (defined below) (collectively, the “Lenders”), HSBC Bank USA, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent appointed pursuant to the Loan Documents, the “Administrative Agent”), and HSBC Bank USA, N.A., a national banking association, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent appointed pursuant to the Loan Documents, the “Collateral Agent,” and together with the Borrower, the Lenders, and the Administrative Agent, collectively, the “Parties”).
W I T N E S S E T H
WHEREAS, reference is made to that certain Credit Agreement, dated as of July 16, 2024, as modified by that certain Consent, Waiver, Amendment No. 1 to Credit Agreement dated as of December 23, 2024, Amendment No. 2 to Credit Agreement dated as of February 13, 2025, Amendment No. 3 to Credit Agreement dated as of February 28, 2025, and Amendment No. 4 to Credit Agreement dated as of March 14, 2025 (as amended by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Administrative Agent, the Collateral Agent and the Lenders, pursuant to which, among other things, the Lenders have agreed to extend financing to the Borrower with respect to the development, design, permitting, engineering, procurement, construction, completion, testing, operation and maintenance of a solar photovoltaic module manufacturing facility with a total annual production capacity of 5 GWdc to be located in Wilmer, Texas;
WHEREAS, Borrower desires to amend the Credit Agreement to modify the definition of Debt Service Reserve Required Balance (the “DSR Required Balance Amendment”);
WHEREAS, Section 10.03 (Amendments and Waivers) of the Credit Agreement requires consent of the Required Lenders (as defined in the Credit Agreement) to effect the DSR Required Balance Amendment; and
WHEREAS, the Required Lenders party hereto are willing to consent to the DSR Required Balance Amendment as set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE
I
DEFINITIONS
1.01 Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement.
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
2.01 Pursuant to Section 10.03 (Amendments and Waivers) of the Credit Agreement and subject to the terms and conditions herein and therein, effective on and as of the Effective Date:
(a) The definition of “Borrower” is hereby amended and restated in its entirety as follows:
“Borrower” means T1 G1 Dallas Solar Module (Trina) LLC, a Texas limited liability company formerly known as “Trina Solar US Manufacturing Module 1, LLC.”
(b) The definition of “Debt Service Reserve Required Balance” is hereby amended and restated in its entirety as follows:
“Debt Service Reserve Required Balance” means, as of any date of determination, an amount equal to the next six (6) months of Debt Service; provided, that, for the period commencing on the Conversion Date and ending on June 30, 2025, and only for such period, the Debt Service Reserve Required Balance shall be the sum, computed without duplication, of (x) an amount equal to the scheduled principal installment payable on June 30, 2025 pursuant to Schedule 2.04 of this Agreement, plus (y) all amounts reasonably projected by the Borrower to be payable by the Borrower in respect of interest on the Construction/Term Loans (net of amounts paid or received by the Borrower under any Interest Rate Hedge (other than termination or unwind payments under such Interest Rate Hedge)) over a six (6) month period, plus (z) all fees and other amounts payable under this Agreement and the other Loan Documents to any Lender or any Agent by the Loan Parties during such period.
(c) The definition of “Holdings” is hereby amended and restated in its entirety as follows:
“Holdings” means T1 G1 Dallas Midco Inc., a Delaware corporation formerly known as “Trina Solar US Manufacturing Holding, Inc.”
(d) The definition of “Trina Blocker” is hereby amended and restated in its entirety as follows:
“Trina Blocker” means T1 G1 Dallas Associated Entity LLC, a Texas limited liability company formerly known as “Trina Solar US Manufacturing Module Associated Entity 1, LLC.”
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ARTICLE
III
Conditions to Effectiveness
3.01 Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the date (the “Effective Date”) on which the Administrative Agent and the Lenders (or their counsel) shall have received from each of the Borrower and all Lenders, a counterpart of this Amendment which has been duly executed on behalf of such party.
ARTICLE
IV
REPRESENTATIONS AND WARRANTIES
4.01 Borrower hereby represents and warrants to the Lenders and the Administrative Agent, as of the date hereof and as of the Effective Date, that:
(a) (i) this Amendment has been duly executed and delivered by it and (ii) this Amendment, the Credit Agreement and the other Loan Documents to which it is party as in effect on the date hereof and the Credit Agreement as modified as of the Effective Date constitute the legal, valid and binding obligations of it, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;
(b) its execution, delivery and performance of this Amendment and its performance of, respectively, the Credit Agreement and the other Loan Documents to which it is party as in effect on the date hereof and the Credit Agreement as modified by this Amendment on the Effective Date, have been duly authorized by all necessary limited liability company or corporate action and do not: (i) contravene the terms of its charter, bylaws, or other organizational documents, as applicable, (ii) violate any law or regulations, or any order or decree of any court or Governmental Authority, (iii) conflict with or result in the breach or termination of, constitute a default under or result in or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound, (iv) result in the creation or imposition of any Lien upon any of its property other than those in favor of the Collateral Agent pursuant to the Loan Documents, or (v) require the consent or approval of any Governmental Authority or any other Person; and
(c) no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Amendment.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 Reference to Credit Agreement. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.
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5.02 Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the successors and assigns of the Borrower, the Agents and the Secured Parties and their respective successors, transferees and permitted assigns.
5.03 Governing Law; Etc. Sections 1.02 (Computation of Time Periods; Other Definitional Provisions), 10.02 (Expenses; Indemnity; Damage Waiver), 10.12 (Governing Law; Jurisdiction; Etc.), 10.13 (Waiver of Jury Trial), 10.14 (Treatment of Certain Information; Confidentiality) and 10.16 (Counterparts; Integration; Effectiveness) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.
5.04 Headings. All headings used herein are for reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
5.05 Counterparts. This Amendment may be executed in two or more counterparts, including by electronic signature, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract.
5.06 Loan Document. This Amendment shall be a “Loan Document” for purposes of the definition thereof in the Credit Agreement.
5.07 No Modification; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Loan Documents shall continue unchanged and shall remain in full force and effect and are hereby ratified and affirmed. This Amendment is limited in effect and shall apply solely to the matters set forth herein and to the extent expressly set forth herein and shall not be deemed or construed as an amendment, waiver or consent of any other matters. Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Loan Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Amendment.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each of the Parties has executed this Amendment as of the date first written above.
BORROWER: | ||
T1 G1 DALLAS SOLAR MODULE (TRINA) LLC | ||
By: | /s/ Evan Calio | |
Name: | Evan Calio | |
Title: | President and Treasurer |
ADMINISTRATIVE AGENT: | ||
HSBC BANK USA, N.A. | ||
By: | /s/ Bertha Gallardo | |
Name: | Bertha Gallardo | |
Title: | Vice President | |
COLLATERAL AGENT: | ||
HSBC BANK USA, N.A. | ||
By: | /s/ Bertha Gallardo | |
Name: | Bertha Gallardo | |
Title: | Vice President |
LENDERS: | ||
HSBC BANK USA, N.A., | ||
as Lender | ||
By: | /s/ Karun Chopra | |
Name: | Karun Chopra | |
Title: | Director, HSBC Infrastructure Finance |
STANDARD CHARTERED BANK, | ||
as Lender | ||
By: | /s/ Chloe Petrich | |
Name: | Chloe Petrich | |
Title: | Executive Director, Infrastructure and Development Finance Group |
SOCIÉTÉ GÉNÉRALE, | ||
as Lender | ||
By: | /s/ Stephania Vasilieva | |
Name: | Stephania Vasilieva | |
Title: | Vice President |
Exhibit 99.1
![]() |
News Release |
T1 Provides Update from G1 Dallas
Austin, TX and New York, NY, May, 2, 2025 T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”) provided an update on the Company’s progress at its G1 Dallas solar module manufacturing facility in Wilmer, Texas.
Highlights
● | On April 30th, T1 achieved term conversion of the G1 Dallas construction loan to a term loan in line with the previously communicated timeline |
● | The conversion of the construction loan was conditioned upon third-party verification that construction, commissioning and testing of all G1 Dallas production line equipment was complete |
● | T1 produced 443 MW of PV solar modules at G1 Dallas during Q1 2025, equivalent to 96% of the Company’s production plan |
On April 30, 2025, the construction loan of the G1 Dallas solar module manufacturing facility converted to a term loan in accordance with the terms set forth by T1’s banking consortium of commercial lenders. The term conversion occurred following T1’s satisfaction of certain conditions precedent, including:
● | A formal acknowledgement by each of T1’s solar module offtake customers that facility commissioning had occurred; |
● | Confirmation by Gray Construction, Inc. that substantial completion of G1 construction had occurred; and |
● | Certification by an independent engineer that G1 Dallas, with a total annual production capacity of 5 GW, has been installed, tested, and is ready and capable of being used for its intended purposes in a safe manner. |
“The term conversion of the G1 Dallas construction loan is an important milestone for T1,” said Evan Calio, T1’s Chief Financial Officer. “With commissioning and third-party technical certification of the facility complete, G1 Dallas is now fully operational, and all production lines have been handed over to our operations teams.”
During Q1 2025, G1 Dallas produced 443 MW of PV solar modules while construction, commissioning, testing and inspection of the production lines were ongoing, equating to 96% of T1’s Q1 production plan. In addition, T1 elected to reconfigure three production lines during Q1 2025 to produce TOPCon modules to optimize the G1 production mix for prevailing market conditions.
T1 Energy Inc. |
News Release |
About T1 Energy
T1 Energy Inc. (NYSE: TE) is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. In December 2024, T1 completed a transformative transaction, positioning the Company as one of the leading solar manufacturing companies in the United States, with a complementary solar and battery storage strategy. Based in the United States with plans to expand its operations in America, the Company is also exploring value optimization opportunities across its portfolio of assets in Europe.
To learn more about T1, please visit www.T1energy.com and follow us on social media.
Investor contact:
Jeffrey Spittel
EVP, Investor Relations and Corporate Development
jeffrey.spittel@T1energy.com
Tel: +1 409 599-5706
Media contact:
Amy Jaick
SVP, Communications
amy.jaick@T1energy.com
Tel: +1 973 713-5585
T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ section. T1, and its CEO and Chairman of the Board, Daniel Barcelo, also intend to use certain social media channels, including, but not limited to, X, LinkedIn and Instagram, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 or Daniel Barcelo post to their respective digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the information that it and Daniel Barcelo posts and to monitor such portions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls and webcasts. The contents of T1’s website and its and Daniel Barcelo’s social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
T1 Energy Inc. |
News Release |