Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.20.2
Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

19. SUBSEQUENT EVENTS

On July 2, 2020, the previously outstanding amount of the unsecured Non-convertible Note, held by Esse Effe was repaid in full, with a total of $6.0 million in principal and $105,000 in accrued interest being paid to Esse Effe.

On July 16, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement with Intesa Sanpaolo, S.p.A. of Italy for a total of $9.0 million (the loan was disbursed in Euros for an amount of €7.9 million at the July 16, 2020 exchange rate equal to 0.87602). The proceeds of the loan may be used for general corporate purposes, including to help accelerate the Company’s growth. The unsecured loan agreement has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.65%. The loan is to be repaid in 16 quarterly installments with a grace period for principal payments for the first 24 months. The loan is guaranteed by SACE S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID-19 and the Italian Government’s support for Italian businesses. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

On July 18, 2020, the Company entered into Amendment No. 4 to the Greenhaven Forward Share Purchase Agreement (the “Greenhaven Amendment No. 4”). The Greenhaven Amendment No. 4 provides that Greenhaven has the right to put the remaining 539,548 subject shares that Greenhaven holds to the Company at $11.70 per share minus $100,000 on July 21, 2020, or $6.2 million, which is a reduction of $100,000 to the amount that these shares should have otherwise been sold to the Company on August 30, 2020. As a result of the Greenhaven Amendment No. 4, on July 21, 2020, the Company paid Greenhaven the sum of $7.0 million in satisfaction of all obligations to Greenhaven under the Greenhaven Forward Share Purchase Agreement, including the $832,000 owed for the aggregate difference between the sale price per share and $11.70 relating to the 160,452 shares sold in the open market as of June 30, 2020. Furthermore, by satisfying these obligations to Greenhaven, substantially all the liabilities that the Company had upon the closing of the Company’s Business Combination with Kaleyra S.p.A. to make payments in the future pursuant to forward share purchase arrangements have either been pre-paid (as is primarily the case with the arrangement with Nomura Global Financial Products, Inc., which remains in place) or made, or otherwise discharged as a result of sales of shares into the market by counterparties to the forward share purchase arrangements.

On July 22, 2020, Oppenheimer & Co. Inc. and Nomura Securities International, Inc. acting as joint book-running managers and as representatives of the underwriters named within the previously consummated public offering of the Company’s common stock, issued notice under the terms of the Underwriting Agreement, that they were exercising their option to purchase an additional 984,916 shares of common stock at the public offering price less underwriting discounts. On the settlement date of July 24, 2020 the additional net proceeds of the overallotment option amounted to $4.2 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company.

On July 29, 2020, Kaleyra S.p.A. entered into a general unsecured loan agreement with Intesa Sanpaolo, S.p.A. of Italy for a total of $6.5 million (the loan was disbursed in Euros for an amount of €5.5 million at the July 29, 2020 exchange rate equal to 0.84801). The proceeds of the loan may be used for general corporate purposes, including to help accelerate the Company’s growth. The unsecured loan agreement has a maturity of 72 months from the date of disbursement and bears interest at a variable rate equal to the three-month Euribor plus a spread of 1.70%. The loan is to be repaid in 20 quarterly installments with a grace period for principal payments for the first 12 months. The loan is guaranteed by Mediocredito Centrale S.p.A., the Italian state-owned export credit finance agency, and is made pursuant to a program to address COVID-19 and the Italian Government’s support for Italian businesses. The total amount of the loan, less amounts related to commissions, fees and expenses, was drawn in full the same date as of the agreement.

On July 29, 2020, the German branch of Kaleyra S.p.A. was registered with the German Chamber Tax Authority of Commerce. Kaleyra’s branch in Germany, by far the most important country in Europe after Italy, was established to expand Kaleyra footprint in Central Europe and Nordic Countries by leveraging Kaleyra trusted business soundness.

On July 31, 2020, the previously outstanding preference shares obligation under the amended 2018 Solutions Infini Purchase Agreement was repaid in full for Indian Rupee 132,000 ($2,000 at the June 30, 2020 exchange rate), and as a result the Company has no further obligation under the 2018 Solutions Infini Purchase Agreement.

On July 31, 2020, following the resolution of the Board of Directors of Solutions Infini, the payment of the previously outstanding performance bonus obligation with two of the eligible employees was approved to be paid on August 31, 2020 for $1.4 million (at the June 30, 2020 exchange rate).