Plug Power Inc. Enters Material Definitive Agreement

TL;DR

Plug Power just signed a big deal, creating new financial obligations.

AI Summary

On January 16, 2025, Plug Power Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Delaware, filed this 8-K report with the SEC, detailing the terms of this significant financial commitment.

Why It Matters

This filing indicates a new financial commitment for Plug Power Inc., which could impact its financial obligations and operational capacity.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial risks and obligations that may affect the company's financial health.

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• January 16, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-34392 (document_id) — Commission File Number
• 22-3672377 (tax_id) — IRS Employer Identification No.
• 125 Vista Boulevard, Slingerlands, New York 12159 (address) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PLUG The Nasdaq Capital M
• $1.66 billion — Company, for a loan guarantee of up to $1.66 billion through the DOE's Loan Programs Office
• $387,598,647.06 — egate maximum principal amount of up to $387,598,647.06 and an aggregate maximum amount of capi
• $26,807,693.17 — amount of capitalized interest of up to $26,807,693.17 to finance the development, constructio

Filing Documents

• tm254135d1_8k.htm (8-K) — 39KB
• tm254135d1_ex10-1.htm (EX-10.1) — 142KB
• tm254135d1_ex10-2.htm (EX-10.2) — 117KB
• tm254135d1_ex10-3.htm (EX-10.3) — 1420KB
• 0001104659-25-005600.txt ( ) — 2184KB
• plug-20250116.xsd (EX-101.SCH) — 3KB
• plug-20250116_lab.xml (EX-101.LAB) — 33KB
• plug-20250116_pre.xml (EX-101.PRE) — 22KB
• tm254135d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. DOE Loan Guarantee Agreement, FFB Note Purchase Agreement, and FFB Promissory Note As previously disclosed, on May 14, 2024, the U.S. Department of Energy (the "DOE") issued a conditional commitment letter to Plug Power Inc. (the "Company") and Plug Power Energy Loan Borrower LLC (the "Borrower"), a wholly owned indirect subsidiary of the Company, for a loan guarantee of up to $1.66 billion through the DOE's Loan Programs Office (the "DOE Loan Program") to finance the development, construction, and ownership of up to six green hydrogen production facilities (each a "Facility" and, together, the "Facilities"). On January 16, 2025, (i) the Borrower, the DOE, acting by and through the Secretary of Energy, and the Federal Financing Bank (the "FFB") entered into a Note Purchase Agreement (the "FFB Note Purchase Agreement") in respect of which, among other things, the DOE provided a guarantee of (x) the Borrower's obligations to repay term loan borrowings and capitalized interest (such loans and capitalized interest, collectively, the "Guaranteed Loan") provided by the FFB to the Borrower and evidenced by an initial future advance promissory note (the "FFB Promissory Note") and (y) the Borrower's other obligations owing to FFB in respect of the Guaranteed Loan and (ii) in connection and concurrently therewith, the Borrower and Plug Power Limestone, LLC (the "Limestone Project Company"), a wholly owned indirect subsidiary of the Company, entered into a Loan Guarantee Agreement (the "DOE Loan Guarantee Agreement") with the DOE. The FFB Promissory Note provides for an initial extension of the Guaranteed Loan, subject to the achievement of certain conditions, in an aggregate maximum principal amount of up to $387,598,647.06 and an aggregate maximum amount of capitalized interest of up to $26,807,693.17 to finance the development, construction, and ownership of a Facility in Young County, Texas (the "Limestone Project

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Report is incorporated into this Item 2.03.

Forward-Looking Statements

Forward-Looking Statements Except for the historical information contained herein, the matters set forth in this Report are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about the Company's expectation that the loan guarantee will support the construction of the Facilities; the ability of the Company to satisfy the conditions under the loan guarantee and draw on the loan guarantee and the expectation that the Company will benefit from the loan guarantee and expand its domestic manufacturing and hydrogen production capabilities. You are cautioned that such statements should not be read as a guarantee of future performance or results as such statements are subject to risks and uncertainties. Actual performance or results may differ materially from those expressed in these statements as a result of various factors, including, but not limited to, the following: the risk that the Company's ability to achieve its business objectives and to continue to meet its obligations is dependent upon its ability to maintain a certain level of liquidity, which will depend in part on its ability to manage its cash flows; the risk that the funding of its loan guarantee from the DOE may be delayed and the risk that the Company may not be able to satisfy all of the technical, legal, environmental or financial conditions acceptable to the DOE to receive the full loan guarantee; the risk that the Company may continue to incur losses and might never achieve or maintain profitability; the risk that the Company may not be able to raise additional capital to fund its operations and such capital may not be available to the Company on favorable terms or at all; the risk that the Company may not be able to expand its business or manage its future growth effectively; the risk that global economic uncertainty, including inflationary pressu

Forward-looking statements

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 10.1 Note Purchase Agreement, dated January 16, 2025, by and among Plug Power Energy Loan Borrower LLC, the U.S. Department of Energy, and the Federal Financing Bank. 10.2 Future Advance Promissory Note of Plug Power Energy Loan Borrower LLC, dated January 16, 2025. 10.3*# Loan Guarantee Agreement, dated January 16, 2025, by and between Plug Power Energy Loan Borrower LLC, Plug Power Limestone, LLC, and the U.S. Department of Energy. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Portions of these exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) contain the type of information that the Company customarily and actually treats as private and confidential. # Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission. 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. Plug Power Inc. Date: January 23, 2025 By: /s/ Paul Middleton Name: Paul Middleton Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR