3//SEC Filing
Wood River Capital, LLC 3
Accession 0000899243-22-016319
CIK 0001805077other
Filed
May 2, 8:00 PM ET
Accepted
May 3, 4:27 PM ET
Size
7.3 KB
Accession
0000899243-22-016319
Insider Transaction Report
Form 3
Wood River Capital, LLC
10% Owner
Holdings
- 2,538,261
Common Stock
5% / 6% Convertible Senior PIK Toggle Notes Due 2021
Exercise: $20.00From: 2021-07-07Exp: 2026-06-20→ Common Stock (5,145,000 underlying)
Footnotes (3)
- [F1]Wood River Capital, LLC ("Wood River") is beneficially owned by SCC Holdings, LLC ("SCC"), SCC is beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the shares of common stock of Eos Energy Enterprises, Inc. (the "Issuer") held by Wood River by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Wood River.
- [F2]On July 6, 2021, Spring Creek Capital, LLC ("Spring Creek") entered into an investment agreement (the "Investment Agreement") with the Issuer relating to the issuance and sale of $100,000,000 in aggregate principal amount of the Issuer's 5%/6% Convertible Senior PIK Toggle Notes due 2026 (the "Notes"). The Notes were issued to Spring Creek on July 7, 2021. The Investment Agreement contemplated an ability to issue the Notes under an indenture to facilitate transferability. As permitted by the Investment Agreement, the Issuer reissued the Notes in an aggregate principal amount of $102,900,000, including $2,900,000 principal amount of the Notes representing interest previously paid in kind, pursuant to an indenture with Wilmington Trust, National Association, as trustee, dated as of April 7, 2022. On May 2, 2022, Spring Creek transferred the Notes and 2,538,261 Public Shares to Wood River. No consideration was paid by Wood River to Spring Creek in connection with these transfers.
- [F3](Continued from Footnote 2), The Notes are convertible into shares of the Issuer's common stock at the holder's option at any time until the business day prior to the maturity date, based on an initial conversion rate of 49.9910 shares per $1,000 principal amount of the Notes, subject to customary anti-dilution and other adjustments.
Documents
Issuer
Eos Energy Enterprises, Inc.
CIK 0001805077
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001888978
Filing Metadata
- Form type
- 3
- Filed
- May 2, 8:00 PM ET
- Accepted
- May 3, 4:27 PM ET
- Size
- 7.3 KB