SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
November 30, 2018
Date of Report (Date of earliest event reported)
FIRST SOLAR, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
350 West Washington Street
Tempe, Arizona 85281
(Address of principal executive offices, including zip code)
(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:
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 o
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. o
Item 8.01. Other Events
On November 30, 2018, Royal Solar GK (the “Project Company”), a limited liability company organized and existing under the laws of Japan and an indirect wholly-owned subsidiary of First Solar, Inc., entered into a credit agreement with Shinsei Bank, Ltd. (the “Credit Facility”). The Credit Facility provides for aggregate borrowings up to ¥11.8 billion ($104 million) for the development and construction of a 25 MWAC photovoltaic power plant located in Gunma, Japan.
The Credit Facility consists of a ¥10.5 billion ($93 million) term loan facility, a ¥0.9 billion ($8 million) consumption tax facility, and a ¥0.4 billion ($4 million) debt service reserve facility. The term loan facility and the debt service reserve facility bear interest at 6-month Tokyo Interbank Offered Rate (“TIBOR”) plus 0.65%, and the consumption tax facility bears interest at 6-month TIBOR plus 0.50%. Interest on the term loan facility and the debt service reserve facility is payable bi-annually, and interest on the consumption tax facility is payable quarterly. Principal on the term loan facility is payable in scheduled bi-annual installments from September 2020 to the maturity of the facility in September 2038. The debt service reserve facility also matures in September 2038. The consumption tax facility is expected to mature in 2021. The Credit Facility is secured by pledges of the Project Company’s assets, accounts, material project documents, and by the equity interests in the Project Company. The Credit Facility contains customary representations and warranties, covenants, and events of default for comparable term loan facilities in Japan.
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.
FIRST SOLAR, INC.
Date: December 4, 2018
/s/ PAUL KALETA
Executive Vice President, General Counsel and Secretary