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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/20/22 Consolidated Water Co. Ltd. 8-K:1,2,9 9/16/22 13:609K Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 2: EX-10.1 Material Contract HTML 263K 3: EX-10.2 Material Contract HTML 20K 7: R1 Document and Entity Information HTML 49K 8: R2 N-2 HTML 31K 11: XML IDEA XML File -- Filing Summary XML 14K 9: XML XBRL Instance -- cwco-20220916x8k_htm XML 16K 10: EXCEL IDEA Workbook of Financial Reports XLSX 9K 5: EX-101.LAB XBRL Labels -- cwco-20220916_lab XML 7K 6: EX-101.PRE XBRL Presentations -- cwco-20220916_pre XML 33K 4: EX-101.SCH XBRL Schema -- cwco-20220916 XSD 14K 12: JSON XBRL Instance as JSON Data -- MetaLinks 69± 78K 13: ZIP XBRL Zipped Folder -- 0001558370-22-014505-xbrl Zip 56K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Date of earliest event reported)
i CONSOLIDATED WATER CO. LTD.
(Exact Name of Registrant as Specified in Charter)
i Cayman Islands, B.W.I. | i 0-25248 | i 98-0619652 |
(State or Other Jurisdiction of | (Commission File No.) | (IRS Employer Identification No.) |
Incorporation) |
i Regatta Office Park
i Windward Three, 4th Floor
i West Bay Road, P.O. Box 1114
i Grand Cayman, i KY1-1102
i Cayman Islands
(Address of Principal Executive Offices)
( i 345) i 945-4277
(Registrant’s telephone number, including area code)
Not Applicable
(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 Instructions A.2. below):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
i Class A common stock, $0.60 par value | i CWCO | i The Nasdaq Global Select Market |
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 i ☐
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. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On September 16, 2022, Cayman Water Company Limited (“Cayman Water”), a wholly-owned subsidiary of Consolidated Water Co. Ltd. (the “Company), entered into an agreement (the “Credit Agreement”) with Scotiabank & Trust (Cayman) Ltd. (the “Bank”), which Credit Agreement provides for the Bank to extend to Cayman Water a credit facility in an aggregate principal amount of up to USD $10.0 million (the “Credit Facility”). The Credit Facility is to be used by Cayman Water for general working capital purposes.
The Credit Facility matures two years following the date of the initial advance (the “Maturity Date”). All amounts outstanding under the Credit Facility will be due and payable upon the earlier of the Maturity Date, demand from the Bank or the acceleration of the Credit Facility upon an event of default.
The principal balance of the Credit Facility will bear interest at a rate of 2.0% plus the secured overnight financing rate (“SOFR”) as determined by the SOFR Administrator for a one-month period on the day that is two days prior to the first day of the interest period. All interest calculations will be made on the basis of a year consisting of 360 days. So long as the Bank has not demanded repayment, interest will be payable on a monthly basis, commencing 1-month from the initial advance, with the outstanding balance due on the Maturity Date, unless the Bank agrees to renew the Credit Facility for an additional period.
Cayman Water’s obligations are secured by a first priority lien on all its fixed and floating assets and an assignment of insurance proceeds with respect to its fixed assets. Further, the Company has guaranteed the repayment of all of Cayman Water’s present and future debts and liabilities owed to the Bank.
The Credit Agreement requires Cayman Water to meet two financial covenants, specifically (a) a minimum ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to all principal and interest payments due to the Bank, and capital lease payments, if any, of 1.25:1.00, and (b) a maximum ratio of total debt to EBITDA of 2.50:1.00.
The Credit Agreement includes customary affirmative covenants for a transaction of this nature, including, among other things, covenants relating to (a) maintenance and inspection of books and records, (b) delivery of financial statements and other information, (c) preservation of corporate existence and operations, (d) payment of taxes, (e) compliance with laws, (f) conduct of business, and (g) maintenance of insurance. The Credit Agreement also contains customary negative covenants for a transaction of this nature, including, among other things, covenants relating to (i) use of proceeds, (ii) debt, (iii) liens, (iv) mergers and consolidations, (v) change in ownership, and (vi) sale of assets.
The Credit Agreement provides for events of default customary for loans of this type (subject to certain grace periods, to the extent applicable), including but not limited to (a) nonpayment, (b) breach of covenants, (c) inaccuracy of the representations or warranties in any material respect, (d) bankruptcy or insolvency, (e) defaults under material agreements, and (f) the invalidity or unenforceability of the Credit Agreement or related documents. If an event of default occurs, the Bank may accelerate Cayman Water’s payment of all obligations, and terminate the Bank’s commitments, under the Credit Agreement and exercise the Bank’s security interests in the collateral.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in Credit Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Credit Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Credit Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Credit Agreement, and not to provide investors with any other factual information regarding the Company, Cayman Water or their businesses, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission.
2
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 under Item 1.01 above is hereby incorporated by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
| Title |
10.1 | ||
10.2 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
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.
CONSOLIDATED WATER CO. LTD. | ||
By: | /s/ David W. Sasnett | |
Name: | ||
Title: | Executive Vice President & Chief Financial Officer | |
Date: September 20, 2022 | ||
4
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/20/22 | None on these Dates | ||
| For Period end: | 9/16/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Consolidated Water Co. Ltd. 10-K 12/31/23 116:14M Toppan Merrill Bridge/FA 3/30/23 Consolidated Water Co. Ltd. 10-K 12/31/22 114:12M Toppan Merrill Bridge/FA |