0000899243-22-016304.txt : 20220503 0000899243-22-016304.hdr.sgml : 20220503 20220503161745 ACCESSION NUMBER: 0000899243-22-016304 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220502 FILED AS OF DATE: 20220503 DATE AS OF CHANGE: 20220503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPRING CREEK CAPITAL LLC CENTRAL INDEX KEY: 0001451531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 22887149 BUSINESS ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 BUSINESS PHONE: 3168288310 MAIL ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eos Energy Enterprises, Inc. CENTRAL INDEX KEY: 0001805077 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3920 PARK AVENUE CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: (732) 225-8400 MAIL ADDRESS: STREET 1: 3920 PARK AVENUE CITY: EDISON STATE: NJ ZIP: 08820 FORMER COMPANY: FORMER CONFORMED NAME: B. Riley Principal Merger Corp. II DATE OF NAME CHANGE: 20200227 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-02 1 0001805077 Eos Energy Enterprises, Inc. EOSE 0001451531 SPRING CREEK CAPITAL LLC 4111 E. 37TH STREET NORTH WICHITA KS 67220 0 0 1 0 Common Stock 2022-05-02 4 J 0 2538261 0.00 D 0 D 5%/6% Convertible Senior PIK Toggle Notes Due 2021 20.00 2022-05-02 4 J 0 102900000 0.00 D 2021-07-07 2026-06-20 Notes 5145000 0 D On May 2, 2022, Spring Creek Capital, LLC ("Spring Creek") transferred 2,538,261 shares of common stock of Eos Energy Enterprises, Inc. (the "Issuer") to Wood River Capital, LLC ("Wood River"). Each of Spring Creek and Wood River are indirectly beneficially owned by Koch Industries, Inc. No consideration was paid by Wood River to Spring Creek in connection with this transfer. 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. 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. Spring Creek Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary 2022-05-03