Ultralife Corp Completes Acquisition, Enters New Agreements

TL;DR

Ultralife just bought a business and signed new deals. Big moves ahead.

AI Summary

Ultralife Corporation announced on October 31, 2024, the completion of its acquisition of a business. The company also entered into a material definitive agreement and incurred a direct financial obligation related to this transaction. The filing details these events under various SEC reporting items.

Why It Matters

This filing indicates significant strategic activity for Ultralife Corporation, including a new acquisition and associated financial commitments, which could impact its future growth and financial structure.

Risk Assessment

Risk Level: medium — Acquisitions and new financial obligations inherently carry risks related to integration, financing, and market reception.

Key Players & Entities

• Ultralife Corporation (company) — Registrant
• October 31, 2024 (date) — Date of earliest event reported
• Delaware (location) — State of incorporation
• Newark, New York (location) — Principal executive office address

FAQ

Key Financial Figures

• $0.10 — ction 12(b) of the Act: Common Stock , $0.10 par value per share ULBI NASDAQ
• $55 million — its term loan provisions for a 5-year, $55 million senior secured term loan (the "Term Loa
• $50 million — reement established a purchase price of $50 million for the acquisition (the "Acquisition")

Filing Documents

• ulbi20241105_8k.htm (8-K) — 49KB
• ex_743408.htm (EX-10.2) — 1241KB
• ex_743409.htm (EX-10.3) — 23KB
• ex_743410.htm (EX-10.4) — 108KB
• ex_743411.htm (EX-10.5) — 118KB
• ex_743412.htm (EX-99.1) — 9KB
• 0001437749-24-033673.txt ( ) — 1963KB
• ulbi-20241031.xsd (EX-101.SCH) — 3KB
• ulbi-20241031_def.xml (EX-101.DEF) — 11KB
• ulbi-20241031_lab.xml (EX-101.LAB) — 15KB
• ulbi-20241031_pre.xml (EX-101.PRE) — 11KB
• ulbi20241105_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement New Credit Agreement On October 31, 2024, Ultralife, Southwest Electronic Energy Corporation – an Ultralife Company, a Texas corporation, CLB, Inc., Excell Battery Corporation USA, and Electrochem Solutions, Inc., as borrowers, and certain other subsidiaries of the Company, entered into a new Credit and Security Agreement with KeyBank National Association ("KeyBank" or the "Bank"), as lender and administrative agent (the "New Credit Agreement"). The proceeds of the loans under the New Credit Agreement were used, in part, to repay outstanding indebtedness under the Company's prior credit and security agreement, dated as of May 31, 2017 (the "Prior Credit Agreement. The New Credit Agreement, among other things, provides in its term loan provisions for a 5-year, $55 million senior secured term loan (the "Term Loan" or "Term Loan Facility"). The Term Loan is subject to repayment in quarterly installments commencing March 31, 2025 in amounts as set forth in the New Credit Agreement. Interest is payable on the unpaid principal outstanding under the Term Loan. All amounts of unpaid principal and accrued and unpaid interest remaining due under the Term Loan are scheduled to be paid in full October 31, 2029. Upon closing of the Acquisition on October 31, 2024, the Company borrowed the full amount of the Term Loan Facility. The New Credit Agreement also provides under its revolving credit provisions for revolving loans, letters of credit, and swing loans ("Revolving Credit Facility"). Upon the effectiveness of the New Credit Agreement, any amounts outstanding under letters of credit issued pursuant to the Company's Prior Credit Agreement became issued under the New Credit Agreement. The availability under the Revolving Credit Facility is subject to certain borrowing base limits based on trade receivables and inventories. All unpaid principal and accrued and unpaid interest with respect to the Revolving Credit Facilit

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets Acquisition of Electrochem Solutions, Inc. On October 31, 2024, Ultralife Corporation, a Delaware corporation ("Ultralife" or the "Company"), completed the acquisition of all the issued and outstanding shares of Electrochem Solutions, Inc., a Massachusetts corporation ("Electrochem"), pursuant to a stock purchase agreement (the "Agreement") with Greatbatch Ltd., a New York corporation (the "Seller"), dated September 27, 2024. The Agreement established a purchase price of $50 million for the acquisition (the "Acquisition") subject to customary working capital and net cash adjustments. The Company funded the purchase price for the Acquisition through the New Credit Agreement, as defined and disclosed in Item 1.01. The Agreement contains customary terms and conditions including representations and warranties, subject to a mutually acceptable buyer-side representation and warranty insurance policy to be obtained by the Company, the cost of which was shared equally between the Company and the Seller. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is listed as Exhibit 10.1 hereto and is incorporated herein by reference. The Agreement has been filed to provide investors and security holders with information regarding its terms, provisions, conditions, and covenants and is not intended to provide any other factual information respecting the Company or its subsidiaries. In particular the Agreement contains representations and warranties made to and solely for the benefit of the parties thereto. The assertions embodied in those representations and warranties may be qualified or modified by information in disclosure schedules that the parties have exchanged in connection with executing the Agreement. Moreover, information concerning the subject matter of the representations and warranti

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation The information related to the New Credit Agreement as defined and disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

01 Regulation FD

Item 7.01 Regulation FD On November 1, 2024, the Company issued a press release announcing the completion of the Acquisition pursuant to the Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth in this Item 7.01 and Exhibit 99.1 is being furnished to and not filed with the Securities and Exchange Commission and shall not be deemed as incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

01 Financial Statements, Pro Forma Financials and Exhibits

Item 9.01 Financial Statements, Pro Forma Financials and Exhibits (a) Financial Statements of Business Acquired The financial statements required by this item are not being filed herewith. The Company will file the required financial statements as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed. (b) Pro Forma Financial Information The pro forma financial information required by this item is not being filed herewith. The Company will file the required pro forma financial information as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed. (d) Exhibits. Exhibit Number Exhibit Description 10.1 Stock Purchase Agreement by and between Greatbatch Ltd. and Ultralife Corporation * 10.2 Credit and Security Agreement among, Ultralife, Southwest Electronic Energy Corporation – an Ultralife Company, a Texas corporation, CLB, Inc., Excell Battery Corporation USA, and Electrochem Solutions, Inc., as borrowers, and certain other subsidiaries of the Company, and KeyBank National Association, as lender and administrative agent ** 10.3 Assignment and Assumption Agreement dated as of October 31, 2024 ** 10.4 Supply Agreement dated as of October 31, 2024 ** 10.5 Transition Services Agreement dated as of October 31, 2024 ** . 99.1 Press Release of Ultralife Corporation dated October 1, 2024 ** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** *Filed as Exhibit 10.1 to the Form 8-K filed October 3, 2024 **Filed herewith

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 6, 2024 ULTRALIFE CORPORATION By: /s/ Philip A. Fain Philip A. Fain Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR