SolarEdge Secures $650M Credit Facility

TL;DR

SolarEdge just locked down a $650M credit line from Bank of America to boost its cash flow.

AI Summary

On June 28, 2024, SolarEdge Technologies, Inc. entered into a material definitive agreement, specifically a credit agreement with Bank of America, N.A. for a $650 million revolving credit facility. This agreement creates a direct financial obligation for the registrant.

Why It Matters

This significant credit facility provides SolarEdge with enhanced financial flexibility and liquidity, which is crucial for its ongoing operations and strategic initiatives in the competitive solar energy market.

Risk Assessment

Risk Level: medium — While a credit facility is generally positive, the need for such a large amount could indicate potential cash flow pressures or significant investment needs for SolarEdge.

Key Numbers

• $650.0M — Credit Facility (Provides significant liquidity for operations and investments.)

Key Players & Entities

• SolarEdge Technologies, Inc. (company) — Registrant
• Bank of America, N.A. (company) — Lender
• $650 million (dollar_amount) — Revolving credit facility amount
• June 28, 2024 (date) — Date of agreement

FAQ

Key Financial Figures

• $0.0001 — h registered Common stock, par value $0.0001 per share SEDG Nasdaq Global Select M
• $300 million — Purchasers purchased from the Company, $300 million aggregate principal amount of the Compa
• $293.2 m — ffering of the Notes were approximately $293.2 million, after deducting fees and estimat
• $25.2 million — below). The Company used approximately $25.2 million of the net proceeds from this offering
• $267.9 million — ped Call Transactions and approximately $267.9 million of the net proceeds from this offering
• $285.0 million — oceeds from this offering to repurchase $285.0 million principal amount of its outstanding 0.0
• $1,000 — preceding April 1, 2029 in multiples of $1,000 principal amount, only under the follow
• $34.32 — itial conversion price of approximately $34.32 per share of common stock, subject to a
• $50.0 million — tedness for money borrowed in excess of $50.0 million (or its foreign currency equivalent) in
• $48 — price per share of common stock exceeds $48.84, the initial cap price of the Capped

Filing Documents

• tm2417746d5_8k.htm (8-K) — 48KB
• tm2417746d5_ex4-1.htm (EX-4.1) — 750KB
• tm2417746d5_ex10-1.htm (EX-10.1) — 221KB
• 0001104659-24-076299.txt ( ) — 1379KB
• sedg-20240628.xsd (EX-101.SCH) — 3KB
• sedg-20240628_lab.xml (EX-101.LAB) — 33KB
• sedg-20240628_pre.xml (EX-101.PRE) — 22KB
• tm2417746d5_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes On June 28, 2024, SolarEdge Technologies, Inc. (the "Company") sold to Goldman Sachs & Co. LLC, as representative (the "Representative") of the several initial purchasers (the "Initial Purchasers"), and the Initial Purchasers purchased from the Company, $300 million aggregate principal amount of the Company's 2.250% Convertible Senior Notes due 2029 (the "Notes"), pursuant to a purchase agreement (the "Purchase Agreement") between the Company and the Representative. The Notes were offered in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), to the Initial Purchasers for initial resale to persons reasonably believed to be qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A promulgated under the Securities Act. The offer and sale of the Notes and the Company's common stock, par value $0.0001 per share (the "common stock"), issuable upon conversion, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The issuance of common stock upon conversion, if any, is expected to be exempt from registration pursuant to Section 3(a)(9) of the Securities Act. This Current Report on Form 8-K (this "Form 8-K") does not constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any securities laws of any such state or jurisdiction. In connection with the issuance of the Notes, the Company entered into an indenture, dated June 28, 2024 (the "Indenture"), between the Company and U.S. Bank Trust Company, Nation

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This Form 8-K contains forward looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often characterized by the use of words such as "believe," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or similar expressions and the negative or plural of those terms and other like terminology. Forward-looking statements are only predictions based on our current expectations and our projections about future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Given these factors, you should not place undue reliance on these forward-looking statements. All information set forth in this Form 8-K is as of the date of this Form 8-K. The Company undertakes no duty or obligation to update any forward-looking statements contained in this release, whether as a result of new information, future events or changes in its expectations or otherwise, except as may be required by applicable law, regulation or other competent legal authority.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated June 28, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee 4.2 Form of 2.250% Convertible Senior Note due 2029 (included in Exhibit 4.1) 10.1 Form of Capped Call Confirmation 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 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. SOLAREDGE TECHNOLOGIES, INC. Date: June 28, 2024 By: /s/ Ronen Faier Name: Ronen Faier Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR