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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Subsequent events have been evaluated through March 31, 2023, the date at which the consolidated financial statements were available to be issued, and the Company has concluded that no such events or transactions took place that would require disclosure herein except as stated below.
NYDIG Agreements
On January 30, 2023, the Company entered into a Debt Settlement Agreement with NYDIG in order to refinance and replace certain outstanding indebtedness under certain MEFAs. The $75.8 million in debt previously outstanding under the MEFAs was reduced by $58.5 million pursuant to the Debt Settlement Agreement and the remaining $17.3 million outstanding under the MEFAs was refinanced. See Note 6, "Debt" under section Senior Unsecured Notes for further details.
As part of the Refinancing, the Company entered into (i) a Membership Interest and Asset Purchase Agreement dated January 30, 2023 (the "Purchase Agreement"), pursuant to which wholly-owned subsidiaries of Greenidge (the "Sellers") sold to NYDIG and certain of its subsidiaries ("Buyers"), and Buyers purchased (x) certain subsidiaries that own bitcoin mining equipment and (y) credits and coupons that had accrued to the Sellers upon the purchase of the bitcoin mining equipment, in exchange for a reduction in indebtedness under the MEFAs and (ii) Hosting Agreements dated January 30, 2023 (the "Hosting Agreements"), pursuant to which, among other things, Greenidge South Carolina LLC (the "Host") shall provide hosting services to certain NYDIG affiliates (the "Clients") in connection with the mining of bitcoin (or other digital assets recorded on a decentralized distributed ledger), and the Clients shall pay the Host for such hosting services.
Under the Hosting Agreements, the Host agreed to host, power and provide technical support services, and other related services, to the Clients’ mining equipment (the "Services") at data centers operated by the Host for a period of five years, unless earlier terminated in accordance with the terms of the Hosting Agreements. The Hosting Agreements require the Clients to pay the Host a hosting fee that covers the cost of power and direct costs associated with management of the mining facilities, as well as a gross profit-sharing arrangement. The Clients are also required to pay a security deposit to the Host prior to the Host providing hosting services.
Under the Hosting Agreements, the Clients submitted Hosting Agreement Orders ("Orders") to the Host detailing the terms of the hosting services to be provided and the amounts to be paid to the Host for providing the hosting services. The initial Orders entered into have a term of five years, but may be terminated earlier by a party (i) upon default by the other party, which default is not cured within 10 days of notice thereof, (ii) any representation or warranty made by the other party in connection with such Hosting Agreement proves to have been false or misleading in any material respect and the conditions causing such representation or warranty to be false or misleading are not corrected within 10 days following notice thereof, (iii) the other party suffers certain insolvency events or (iv) the Host commits a service level commitment default (as defined in the Hosting Agreements).
The Initial Orders under the Hosting Agreements cover all of Greenidge’s current mining capacity at the New York and South Carolina facilities, and future Orders may cover capacity at a potential third site pursuant to satisfaction of certain post-closing covenants.
On January 30, 2023, in connection with the Refinancing, Greenidge and NYDIG executed a board observation rights letter (the "Board Rights Letter"), pursuant to which Greenidge agreed to grant NYDIG certain board observation rights, in a non-voting observational capacity, as more fully detailed therein.
B. Riley Amendment
On January 30, 2023, Greenidge entered into an amendment with B. Riley to modify the payment dates and principal and interest payment amounts under the Promissory Note, requiring no principal and interest payments until June 2023 and monthly payments thereafter through November 20, 2023. Under the B. Riley Amendment, Greenidge is required to make mandatory monthly debt repayments under the Promissory Note of 15% of the net proceeds of sales of equity, including sales under the ATM Agreement and the equity purchase agreement. Through March 30, 2023, the Company had repaid B. Riley $2.8 million through proceeds from sales under the ATM Agreement. See Note 6, "Debt" under section Secured Promissory Note for further details.