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Form 8-K - Entry into a Material Definitive Agreement
POWERFLEET, INC.
Incorporated in the United States of America
(File number: 7272486)
Nasdaq share code: AIOT JSE share code: PWR
ISIN: US73931J1097
LEI 2549007NKEFPYEH4MF81
("Powerfleet" or "Company")
FORM 8-K: CURRENT REPORT RELATING TO ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, Powerfleet stockholders are advised that a Form
8-K (the "Form 8-K") has been filed with the U.S. Securities and Exchange Commission.
Entry into a Material Definitive Agreement
As previously disclosed, on March 7, 2024, the Company, together with certain of its wholly owned subsidiaries, entered
into a Facilities Agreement (the "Facilities Agreement") with FirstRand Bank Limited (acting through its Rand
Merchant Bank division) ("RMB"), pursuant to which RMB agreed to provide the Company with two term loan facilities
in an aggregate principal amount of $85 million, composed of two facilities in the aggregate principal amount of $42.5
million and $42.5 million, respectively (the "Term A Facility" and "Term B Facility," respectively, and, collectively,
the "RMB Term Facilities").
On October 31, 2025, the Company, together with certain of its wholly owned subsidiaries (collectively with the
Company, the "Obligors"), entered into a First Amendment and Restatement Agreement, dated October 31, 2025 (the
"Amendment"), with RMB in order to amend and restate the Facilities Agreement (the "Amended and Restated
Agreement"), pursuant to which the Obligors and RMB agreed to, among other things, (i) extend the final maturity date
of the Term A Facility by 12 months, (ii) update the interest rates of the RMB Term Facilities, and (iii) update certain
financial covenants to conform to the Company's other debt facility with RMB, each as further described below.
Pursuant to the Amended and Restated Agreement, the Term A Facility will now mature on March 31, 2028.
Borrowings under the Term A Facility will now bear interest (i) at the applicable fixed rate per annum, which will be
set forth in a rate fixing letter entered into between the Company and RMB in connection with each utilization of the
Term A Facility, until March 31, 2027 and (ii) thereafter, at a variable rate per annum equal to (x) 4.85% (provided no
event of default is continuing) plus (y) the applicable term Secured Overnight Financing Rate ("SOFR") reference rate
(or, if unavailable, an interpolated, historic or interpolated historic SOFR rate, or, if none of the foregoing are available,
the 3-month Treasury bill rate). Borrowings under the Term B Facility will continue to bear interest at the applicable
fixed rate per annum, which will be set forth in a rate fixing letter entered into between the Company and RMB in
connection with each utilization of the Term B Facility.
The Amended and Restated Agreement now provides that (a) the ratio of the Company's consolidated total net
borrowings to consolidated EBITDA must be less than (i) 4.25 at March 31 and June 30, 2025, (ii) 4.00 at September
30, 2025, (iii) 3.50 at December 31, 2025, (iv) 3.00 at March 31, 2026, (v) 2.75 from June 30, 2026 through March 30,
2027, and (vi) 2.50 thereafter, and (b) the ratio of the Company's consolidated EBITDA to consolidated total finance
costs must exceed (i) 3.00 from September 30, 2025 through September 29, 2026 and (ii) 3.50 thereafter. The financial
covenant ratios and measurement dates were amended to conform to those set forth in that certain Facility Agreement,
dated September 27, 2024 and amended on May 27, 2025, by and among the Company, certain of its wholly owned
subsidiaries and RMB.
The foregoing description of the Amendment, including the Amended and Restated Agreement, does not purport to be
complete and is qualified in its entirety by reference to the full text of the Amendment (and the Amended and Restated
Agreement attached thereto as Schedule 3), a copy of which is filed as Exhibit 10.1 to the Form 8 K and is incorporated
herein by reference.
A copy of the filing can be found at: https://www.sec.gov/edgar/browse/?CIK=1774170&owner=exclude.
Powerfleet has a primary listing on the Nasdaq and a secondary listing on the Main Board of the JSE.
November 7, 2025
Sponsor
Java Capital
Date: 07-11-2025 08:00:00
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