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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
February
11, 2025
(Date
of earliest event reported)
APPLIED
DIGITAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-31968 |
|
95-4863690 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 3811
Turtle Creek Blvd., Suite 2100, Dallas, TX |
|
75219 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
214-427-1704
(Registrant’s
telephone number, including area code)
(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 (see General Instruction A.2. below):
| ☐ |
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)) |
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 of 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. ☐
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 |
|
APLD |
|
Nasdaq
Global Select Market |
Item
1.01 Entry into a Material Definitive Agreement.
Credit
Agreement
On
February 11, 2025 (the “Closing Date”), APLD HPC Holdings LLC (f/k/a APLD ELN-02 Holdings LLC) (the “Borrower”),
a Delaware limited liability company and a subsidiary of Applied Digital Corporation, a Nevada corporation (the “Company”)
entered into a Credit and Guaranty Agreement (the “Credit Agreement”), dated as of February 11, 2025, by and among the
Borrower, each Subsidiary Guarantor (as defined in the Credit Agreement) from time to time party thereto (collectively, the “Subsidiary
Guarantors”), each Lender (as defined in the Credit Agreement) from time to time party thereto (collectively, the “Lenders”),
and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral
Agent (in such capacity, the “Collateral Agent”). The Credit Agreement provides for an aggregate of $375 million of term
loans (collectively, the “Loans”), the entire amount of which was immediately available on the Closing Date, subject to the
Borrower’s delivery of irrevocable notice to the Administrative Agent, in accordance with the procedures and other terms and conditions
set forth in the Credit Agreement.
The
Loans bear interest at (i) for Base Rate Loans (as defined in the Credit Agreement): the Base Rate (as defined in the Credit Agreement)
plus (A) 2.50% from the Closing Date until the six (6)-month anniversary of the Closing Date, (B) 3.50% at all times after the
six (6)-month anniversary of the Closing Date until the one (1) year anniversary of the Closing Date, and (C) 4.50% at all times after
the one (1) year anniversary of the Closing Date; and (ii) for SOFR Loans (as defined in the Credit Agreement): Daily Simple SOFR (as
defined in the Credit Agreement) plus (A) 3.50% from the Closing Date until the six (6)-month anniversary of the Closing Date,
(B) 4.50% at all times after the six (6)-month anniversary of the Closing Date until the one (1) year anniversary of the Closing Date,
and (C) 5.50% at all times after the one (1) year anniversary of the Closing Date. The Credit Agreement matures eighteen (18) months
after the Closing Date.
The
Borrower may voluntarily prepay all or any part of the Loans at any time or from time to time without premium or penalty with no less
than three (3) business days’ notice; provided, that such prepayment shall be in a principal amount of $1,000,000 or a whole multiple
of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Additionally, as more particularly described
in the Credit Agreement and that certain collateral agency, security and depositary agreement (the “CASDA”), by and among
the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, and Sumitomo Mitsui Banking Corporation, as
Depositary (in such capacity, the “Depositary”), the Borrower is required to prepay all or a part of the Loans under certain
circumstances. Such circumstances include, but are not limited to, upon the deposit of any Net Cash Payments (as defined in the CASDA)
with respect to any Total Event of Eminent Domain (as defined in the CASDA), the occurrence of a Total Loss (as defined in the Credit
Agreement) resulting in Loss Proceeds (as defined in the CASDA), and in the event that the Borrower is unable to remedy any Title Event
(as defined in the CASDA) within the time period described in the CASDA. The Borrower is required to apply any Loss Proceeds (as defined
in the Credit Agreement) or any Title Event Proceeds (as defined in the CASDA) to a mandatory prepayment as and to the extent contemplated
in the CASDA. Amounts repaid under the Loans will not be available to be re-borrowed.
The
Company shall use the proceeds of the Loans under the Credit Agreement to (i) prepay in full and terminate all obligations of the Borrower
under that certain Promissory Note, dated November 27, 2024, in favor of Macquarie Equipment Capital, Inc. (the “Macquarie Note”),
and all other Note Documents (as defined in the Macquarie Note) except for the Warrant (as defined in the Macquarie Note), which shall
survive the termination of the Macquarie Note, (ii) pay for certain data center project development costs at the Company’s 400
MW Ellendale, North Dakota data center campus as described in the Credit Agreement, and (iii) fund the Interest Reserve Account (as defined
in the Credit Agreement), subject to the terms and conditions contained in Section 6.15 of the Credit Agreement.
In
connection with the Credit Agreement, APLD HPC TopCo LLC, as the direct parent of the Borrower (“HPC Topco”), has entered
into a pledge agreement in favor of the Collateral Agent (the “Pledge Agreement”), pursuant to which HPC TopCo pledged a
continuing security interest in 100% of the Borrower’s outstanding equity interests. The Company, as indirect parent of the Borrower,
provided a guarantee (the “Parent Guarantee”) in favor of the Collateral Agent that provides recourse of the Borrower’s
Obligations (as defined in the Credit Agreement) to the Secured Parties (as defined in the Credit Agreement), up to the value of the
Pledged Collateral (as defined in the Parent Guarantee). In addition, the Borrower, the Subsidiary Guarantors, the Administrative Agent,
the Collateral Agent and the Depositary have entered into the CASDA, pursuant to which the Borrower and each Subsidiary Guarantor pledged
a continuing security interest in all assets of the Borrower and the Subsidiary Guarantors, except for the Excluded Assets (as defined
in the CASDA). The Borrower and certain of the Subsidiary Guarantors also granted a mortgage to Sumitomo Mitsui Banking Corporation over
certain properties.
The Company plans to replace
the Credit Agreement with permanent project financing, which the Company expects to have a 75% to 85% debt-to-equity ratio and pricing
in the range of SOFR plus 250 bps, depending on the financial strength of the hyperscaler tenant(s) for its Ellendale HPC Campus. The
Company does not expect this permanent project financing to be, and the Loans are not, dilutive to the Company’s common stock.
Unit
Purchase Agreement Amendment
As
previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14,
2025, the Borrower and the Company entered into a Unit Purchase Agreement, dated January 13, 2025 (the “UPA”), with MIP VI
HPC Holdings, LLC (the “Purchaser”), which is an affiliate of funds and investment vehicles managed by entities within Macquarie
Asset Management.
On
February 11, 2025, in connection with the entry into the Credit Agreement, the parties to the UPA and HPC TopCo entered into the First
Amendment to Unit Purchase Agreement (the “UPA Amendment”). The UPA Amendment provides for, among other things, (i) in connection
with the formation of HPC TopCo to act as a new internal holding company above the Borrower, the novation and assignment to HPC TopCo,
and HPC TopCo’s acceptance and assumption, of all of the Borrower’s rights, title, and interests, duties, obligations and
liabilities under the UPA, including the obligation to issue the Preferred Units and Common Units (each as defined in the UPA) to the
Purchaser, such that HPC TopCo will be the issuer of the Preferred Units and Common Units under the UPA and such units will represent
preferred and common equity of HPC TopCo and not of the Borrower, (ii) conforming changes to the UPA to reflect the replacement of the
Macquarie Note with the Credit Agreement, and (iii) an extension of the February 15, 2025 deadline set forth in the UPA for the completion
of certain pre-closing documentation to February 28, 2025 in order to provide the parties to the UPA with sufficient time to complete
that documentation given the parties’ recent focus on the Credit Agreement and related transaction documents. The UPA Amendment
also reflects the Purchaser’s consent to the entry into the Credit Agreement and related transaction documents.
The
foregoing descriptions of the Credit Agreement, the Pledge Agreement, the Parent Guarantee, the CASDA and the UPA Amendment do not purport
to be complete and are qualified in their entirety by reference to the full text of each agreement, which will be filed as Exhibits 10.1,
10.2, 10.3, 10.4 and 10.5, respectively, to an amendment to this Current Report on Form 8-K and incorporated herein 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 Entry into a Material Definitive Agreement” under the heading “Credit Agreement”
is incorporated by reference herein in its entirety.
Item
8.01 Other Events.
On
February 12, 2025, the Company issued a press release (the “Press Release”) announcing the entry into the Credit Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the repayment and termination
of the Macquarie Note is incorporated by reference herein in its entirety.
Forward-Looking
Statements
This
Current Report on Form 8-K and other reports filed by the Company from time to time with the SEC contains “forward-looking statements”
as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, future operating and financial performance,
product development, market position, business strategy and objectives and future financing plans. These statements use words, and variations
of words, such as “will,” “continue,” “build,” “future,” “increase,” “drive,”
“believe,” “look,” “ahead,” “confident,” “deliver,” “outlook,”
“expect,” “project” and “predict.” Other examples of forward-looking statements may include, but
are not limited to, (i) statements of Company plans and objectives, including our evolving business model, or estimates or predictions
of actions by suppliers, (ii) statements of future economic performance, (iii) statements of assumptions underlying other statements
and statements about the Company or its business, (iv) the Company’s ability to effectively apply the net proceeds from the transaction
as described above, and (v) the Company’s plans to obtain future project financing. You are cautioned not to rely on these forward-looking
statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying
assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s
expectations and projections. These risks, uncertainties, and other factors include: our ability to complete construction of the Ellendale
HPC data center; our ability to complete the negotiation and execution of the definitive transaction documents required to close the
Macquarie Asset Management investment; our ability to raise additional capital to fund the ongoing data center construction and operations;
our dependence on principal customers, including our ability to execute leases with key customers, including leases for our Ellendale
HPC Campus; our ability to timely and successfully build new hosting facilities with the appropriate contractual margins and efficiencies;
power or other supply disruptions and equipment failures; the inability to comply with regulations, developments and changes in regulations;
cash flow and access to capital; availability of financing to continue to grow our business; decline in demand for our products and services;
maintenance of third party relationships; and conditions in the debt and equity capital markets. Information in this Current Report on
Form 8-K is as of the dates and time periods indicated herein, and the Company does not undertake to update any of the information contained
in these materials, except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
| Dated:
February 12, 2025 |
By: |
/s/
Saidal L. Mohmand |
| |
Name: |
Saidal
L. Mohmand |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Applied
Digital Closes $375 Million Financing with SMBC to Support Ellendale HPC Campus
| ● | Sumitomo
Mitsui Banking Corporation (“SMBC”) leads a $375 million financing for the Company’s
Ellendale High Performance Computing (“HPC”) data center campus (the “Ellendale
HPC Campus”) |
| | | |
| ● | Provides
further validation of the Ellendale HPC Campus through a partnership with one of the world’s
leading data center financing platforms |
DALLAS
– February 12, 2025 — Applied Digital Corporation (Nasdaq: APLD) (“Applied Digital” or the “Company”),
a designer, builder, and operator of next-generation digital infrastructure for HPC applications, announced today that the Company, through
its HPC subsidiary APLD HPC Holdings LLC (“APLDH”), closed a $375 million financing with SMBC. The Company used a portion
of the proceeds to repay its obligations under the Macquarie Capital senior secured note, and the remaining proceeds are intended to
be used to advance the development of the first and second data center buildings at the Ellendale HPC Campus.
“We
are excited to partner with SMBC on this financing and appreciate their confidence in our vision,” said Saidal Mohmand, Chief Financial
Officer of Applied Digital. “This financing enables us to advance the development of our Ellendale HPC Campus, and we look forward
to strengthening our relationship with SMBC as we continue scaling our HPC data center platform. We expect this financing to bridge us
to more permanent project financing once we get a hyperscaler lease signed for the Ellendale HPC Campus.”
“Structuring
and leading this landmark transaction is a great start to a partnership with Applied Digital,” said Nick Donias, Director, Infrastructure
Finance – Americas at SMBC. “We look forward to continuing to work with Applied Digital as they build out the next generation
of hyperscale data centers.”
The
Company plans to replace this interim SMBC loan with a permanent project financing. The Company does not expect this permanent project financing to be, and the current loan is not, dilutive to the Company’s
common stock.
Northland
Capital Markets acted as Capital Markets Advisor to the Company. Milbank LLP and Lowenstein Sandler LLP acted as legal counsel to the
Company. Paul Hastings LLP acted as legal counsel to SMBC.
About
Applied Digital
Applied
Digital (Nasdaq: APLD) develops, builds and operates next-generation data centers and cloud infrastructure. Different by design, the
Company’s purpose-built facilities are engineered to unleash the power of accelerated compute and deliver secure, scalable and
sustainable digital hosting, along with turnkey CSaaS and GPU-as-a-Service solutions. Backed by deep hyperscale expertise and a robust
pipeline of available power, Applied Digital accommodates AI Factories and beyond to support the world’s most exacting AI/ML, blockchain
and high-performance computing (HPC) workloads.
About
SMBC
SMBC
Group is a top-tier global financial group. Headquartered in Tokyo and with a 400-year history, SMBC Group offers a diverse range of
financial services, including banking, leasing, securities, credit cards, and consumer finance. The Group has more than 150 offices and
120,000 employees worldwide in nearly 40 countries. Sumitomo Mitsui Financial Group, Inc. (SMFG) is the holding company of SMBC Group,
which is one of the three largest banking groups in Japan. SMFG’s shares trade on the Tokyo, Nagoya, and ADRs on the New York (NYSE:
SMFG) stock exchanges. In the Americas, SMBC Group has a presence in the U.S., Canada, Mexico, Brazil, Chile, Colombia, and Peru. Backed
by the capital strength of SMBC Group and the value of its relationships in Asia, the Group offers a range of commercial and investment
banking services to its corporate, institutional, and municipal clients. It connects a diverse client base to local markets and the organization’s
extensive global network. The Group’s operating companies in the Americas include Sumitomo Mitsui Banking Corp. (SMBC), SMBC America’s
Holdings, Inc., SMBC Nikko Securities America, Inc., SMBC Nikko Securities Canada, Ltd., SMBC Capital Markets, Inc., SMBC MANUBANK, JRI
America, Inc., SMBC Leasing and Finance, Inc., Banco Sumitomo Mitsui Brasileiro S.A., and Sumitomo Mitsui Finance and Leasing Co., Ltd.
(collectively, SMBC Group Americas Division). For more information, please visit www.smbcgroup.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding,
among other things, future operating and financial performance, product development, market position, business strategy and objectives
and future financing plans. These statements use words, and variations of words, such as “will,” “continue,”
“build,” “future,” “increase,” “drive,” “believe,” “look,” “ahead,”
“confident,” “deliver,” “outlook,” “expect,” “project” and “predict.”
Other examples of forward-looking statements may include, but are not limited to, (i) statements of Company plans and objectives, including
our evolving business model, or estimates or predictions of actions by suppliers, (ii) statements of future economic performance, (iii)
statements of assumptions underlying other statements and statements about the Company or its business, (iv) the Company’s ability
to effectively apply the net proceeds from the transaction as described above, and (v) the Company’s plans to obtain future project
financing. You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future
events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the Company’s expectations and projections. These risks, uncertainties,
and other factors include: our ability to complete construction of the Ellendale HPC data center; our ability to complete the negotiation
and execution of the definitive transaction documents required to close the Macquarie Asset Management facility; our ability to raise
additional capital to fund the ongoing data center construction and operations; our dependence on principal customers, including our
ability to execute leases with key customers, including leases for our Ellendale HPC campus; our ability to timely and successfully build
new hosting facilities with the appropriate contractual margins and efficiencies; power or other supply disruptions and equipment failures;
the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital; availability of financing
to continue to grow our business; decline in demand for our products and services; maintenance of third party relationships; and conditions
in the debt and equity capital markets. Information in this release is as of the dates and time periods indicated herein, and the Company
does not undertake to update any of the information contained in these materials, except as required by law.
Investor
Relations Contacts
Matt
Glover or Ralf Esper
Gateway
Group, Inc.
(949)
574-3860
APLD@gateway-grp.com
Media
Contact
Buffy
Harakidas, EVP and Jo Albers
JSA
(Jaymie Scotto & Associates)
jsa_applied@jsa.net
(856)
264-7827
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-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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Applied Digital (NASDAQ:APLD)
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Applied Digital (NASDAQ:APLD)
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