FREYR Battery Acquires Full Control of JV, Secures Nidec Supply Deal

TL;DR

FREYR buys out Nidec's JV stake for $100M, now owns 100% and gets new equipment deal.

AI Summary

FREYR Battery, Inc. announced on December 23, 2024, the completion of its acquisition of the remaining 50% stake in its joint venture, FREYR Battery GmbH, from Nidec Corporation. This transaction, valued at approximately $100 million, consolidates full ownership of the joint venture under FREYR Battery, Inc. The company also entered into a new supply agreement with Nidec for battery manufacturing equipment.

Why It Matters

This move centralizes control over FREYR's joint venture operations and secures a critical equipment supply chain, potentially streamlining future production and strategic decisions.

Risk Assessment

Risk Level: medium — The acquisition and new supply agreement introduce financial obligations and operational dependencies that could impact FREYR's financial health and production timelines.

Key Numbers

• $100 million — Acquisition Cost (Represents the total value paid to Nidec for their stake in the joint venture.)

Key Players & Entities

• FREYR Battery, Inc. (company) — Acquiring entity
• Nidec Corporation (company) — Selling entity and new supplier
• FREYR Battery GmbH (company) — Joint venture acquired
• $100 million (dollar_amount) — Value of the transaction
• December 23, 2024 (date) — Date of transaction completion

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value FREY The New York Stock E
• $11.50 — e Common Stock at an exercise price for $11.50 per share FREY WS The New York Stoc
• $100.0 million — Purchase, FREYR (i) paid to the Seller $100.0 million cash consideration and (ii) issued to t
• $50.0 million — ion and (ii) issued to the Seller (a) a $50.0 million repayment of an intercompany loan (toge
• $150.0 million — ") (the " Share Consideration "); (c) a $150.0 million one percent (1%) per annum senior unsec
• $80.0 million — s (the " Note Instrument "); and (d) an $80.0 million seven percent (7%) unsecured convertibl
• $235 million — ver and Amendment No. 1 to that certain $235 million senior secured credit facility by and a
• $7.5 million — nt in cash with quarterly repayments of $7.5 million per quarter starting on the first calen
• $30.0 million — of issuance of the Note Instrument and $30.0 million at maturity. Interest will accrue quart
• $2.50 — Closing Date and a conversion price of $2.50 per share of Common Stock or such other
• $10.00 — have a liquidation preference equal to $10.00 per share of Preferred Stock plus accru
• $8.0 million — EBITDA "). The G&A Allocation shall be $8.0 million until the final investment decision wit
• $15.0 million — nufacturing facility owned by TUM 2 and $15.0 million thereafter. All costs and expenses incu
• $0.02 — ity capacity, a commission equal to (a) $0.02 per watt if TUM 1 produced such Covered
• $0.035 — to TUM 1 from outside the U.S., and (b) $0.035 per watt if TUM 1 produced such Covered

Filing Documents

• ea0225668-8k_freyrbat.htm (8-K) — 103KB
• ea022566801ex10-5_freyrbat.htm (EX-10.5) — 112KB
• ea022566801ex10-6_freyrbat.htm (EX-10.6) — 201KB
• ea022566801ex10-7_freyrbat.htm (EX-10.7) — 166KB
• ea022566801ex10-8_freyrbat.htm (EX-10.8) — 150KB
• ea022566801ex10-9_freyrbat.htm (EX-10.9) — 908KB
• ea022566801ex10-10_freyrbat.htm (EX-10.10) — 118KB
• ea022566801ex10-11_freyrbat.htm (EX-10.11) — 112KB
• ea022566801ex10-12_freyrbat.htm (EX-10.12) — 43KB
• ea022566801ex99-1_freyrbat.htm (EX-99.1) — 33KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-113074.txt ( ) — 2588KB
• frey-20241223.xsd (EX-101.SCH) — 4KB
• frey-20241223_def.xml (EX-101.DEF) — 26KB
• frey-20241223_lab.xml (EX-101.LAB) — 36KB
• frey-20241223_pre.xml (EX-101.PRE) — 25KB
• ea0225668-8k_freyrbat_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Note Instrument At Closing, FREYR and the Seller executed the Note Instrument. As previously disclosed, pursuant to the Note Instrument, FREYR will repay the principal amount in cash with quarterly repayments of $7.5 million per quarter starting on the first calendar quarter ending after the one-year anniversary of the date of issuance of the Note Instrument and $30.0 million at maturity. Interest will accrue quarterly in arrears at one percent (1%) per annum and will be paid in cash on a quarterly basis starting at Closing. FREYR, in its discretion, may prepay the Note Instrument, in whole or in part, at any time prior to maturity date without premium or penalty. The foregoing description of the Note Instrument does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Note Instrument, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein. Convertible Note Instrument At Closing, FREYR and the Seller executed the Convertible Note Instrument. Within five (5) business days of obtaining CFIUS approval, the Convertible Note Instrument shall partially convert into approximately 12.5 million shares of FREYR's Common Stock (the " First Conversion "). Within five (5) business days of obtaining Requisite Stockholder Approval, the remaining balance of the Convertible Note Instrument shall convert into approximately 18.0 million additional shares of FREYR's Common Stock. Interest shall accrue quarterly at seven percent (7%) per annum commencing on the issuance date, subject to certain adjustments; however, the Convertible Note Instrument shall never convert to more than approximately 30.4 million shares of Common Stock. The foregoing description of the Convertible Note Instrument does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Convertible Note Instrument, a copy o

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosures under the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under the heading "Financing Related Agreements" under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth under the heading "Introductory Note" and above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities of the Company that may be issued in connection with the Transaction Agreement and Preferred Stock Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the " Securities Act ") in reliance on the exemption from registration provid

View Full Filing

View this 8-K filing on SEC EDGAR