8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 26, 2018

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-15491	57-0923789
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

KEMET Tower, One East Broward Blvd., Fort Lauderdale, Florida	33301
(Address of principal executive offices)	(Zip Code)

(954) 766-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF- BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On November 26, 2018 (the “Effective Date”), KEMET Electronics Corporation (the “Company”), a wholly-owned subsidiary of KEMET Corporation, entered into an agreement (the “Agreement”) with a customer (the “Customer”) pursuant to which the Customer agreed to make an advance to the Company in an amount of up to $30,000,000 (the “Advance”). No interest will accrue on any outstanding amounts of the Advance. Pursuant to the Agreement, the Company will use the Advance to fund the purchase of certain production equipment and to make other investments and improvements in its business and operations (the “Investment”) in order to increase its overall capacity to produce various electronic components of the type and part as may be sold by the Company to the Customer from time to time (“Components”). The Advance will be repaid (beginning on the date that production from the Investment is sufficient to meets its obligations under the Agreement) to the Customer as determined by a calculation (as further described below) that generally takes into account the number of Components purchased by the Customer on a quarterly basis that are expected to be produced as a result of the Investment. An initial advance payment of $2,880,000 is to be paid by the Customer to the Company within three business days following the Effective Date. The balance of the Advance will be paid by the Customer to the Company in quarterly installments over an expected period of 18-24 months, with the amount of each installment based on the costs and expenses that have been incurred, or are reasonably expected to be incurred or committed to be incurred, by the Company in connection with the Investment during the quarter applicable to such Installment (each, an “Installment”).

The Agreement provides that the Company will repay the Advance by paying to the Customer on a quarterly basis an amount equal to (the “Advance Reduction Payment”) the difference between: (i) $0.0006 multiplied by the difference between (A) the number of Components purchased in the applicable quarter by the Customer (multiplied by an applicable weighting factor agreed upon by the Company and the Customer from time to time (the “Weighting Factor”)) and (B) a certain baseline number of Components (the “Baseline”) and (ii) $0.0006 multiplied by the number of Components returned by the Customer to the Company during the applicable quarter. The Baseline may change as a result of the product mix actually purchased by the Customer in the future as compared to the product mix actually purchased by such Customer during the fiscal year ended March 31, 2018. The Weighting Factor will be determined on a quarterly basis by the Company and the Customer and shall be determined taking into consideration the number of Components purchased by the Customer during the applicable quarter as compared to the number of Components purchased by the Customer during the corresponding quarter of the fiscal year ended March 31, 2018, as well as such other factors that the Parties believe in good faith are necessary to take into account changes in the product mix, costs and other factors that will change over the term of this Agreement. The Company shall not be required to make an Advance Reduction Payment in any quarter in excess of $750,000 (the “Payment Cap”), and any amount of an Advance Reduction Payment that would otherwise result in a payment in excess of the Payment Cap shall be carried forward to the next quarter (and thereafter) until all such carried over amounts have been paid. If in any quarter the Customer does not purchase from the Company a number of Components in excess of the Baseline, then the Company shall have no obligation to make an Advance Reduction Payment to the Customer for such quarter, and the shortfall in the number of Components shall be added (as a positive number) to the Baseline used in the next quarter’s calculation to determine the amount of any required Advance Reduction Payment. In the event the Company is unable to produce such number of Components as requested by the Customer in excess of the Baseline in any quarter, subject to a cap on such production requirement as set forth in the Agreement, and its inability to produce such Components is not due to a disagreement on product mix, pricing or other terms, then the Company must pay to the Customer the Advance Reduction Payment, subject to the Payment Cap, that would have been due to the Customer as if the Company had produced and the Customer had purchased such number of Components in the applicable quarter.

The Agreement provides that the Customer can require the Company to repay to the Customer the remaining balance of the Advance in equal quarterly installments not to exceed the Payment Cap regardless of the number of components purchased by the Customer in any given quarter (the “Mandatory Advance Payments”), if any of the following events occur: (i) the Company fails to cure its breach of any material term or condition of the Agreement upon 90 days’ notice from Customer or fails to provide a good faith reasonable business alternative to curing such breach in the case of a breach that cannot be cured; (ii) the Company and the Customer fail to agree on changes proposed by the Company on the Advance amount to be used for the Investment; (iii) the Company fails to complete the Investment within 15 months following receipt of the final installment of the Advance from the Customer; (iv) the Company has been unable to provide at least 75% of the Components ordered by Customer in excess of the Baseline for a period of four consecutive quarters up to a set quarterly cap; or (v) the Company commences bankruptcy or other insolvency proceedings. In the event that the Customer exercises its right to require the Company to make Mandatory Advance Payments, then all amounts of the Advance shall be repaid as Mandatory Advance Payments in equal quarterly installments and not as Advance Reduction Payments.

If the Customer does not purchase a number of Components that would require an Advance Reduction Payment for a period of 16 consecutive quarters, then the Advance shall be deemed repaid in full. If the Advance is not (and has not been required to be under the terms of the Agreement) repaid in full by December 31, 2038, any remaining amounts of the Advance shall be deemed to have been repaid in full. Whenever the Advance is determined to be repaid in full to the Customer, then the Company shall have no further obligations to make any additional Advance Reduction Payments. The Company may at any time prepay the Advance, in whole or in part, without penalty. The Company shall retain title to and ownership of all equipment purchased using the Advance and the Customer shall not have or be deemed to have any rights to any such equipment, or any security interest or other lien or encumbrance on any such equipment or real or personal property purchased using the Advance or on any other property of the Company.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated November 29, 2018

SIGNATURES

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.

Date:	November 29, 2018	KEMET Corporation
	By:	/s/ WILLIAM M. LOWE, JR.
		William M. Lowe, Jr.
		Executive Vice President and
		Chief Financial Officer

EX-99.1

News Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	William M. Lowe, Jr.
	EVP and Chief Financial Officer
	williamlowe@kemet.com
	954-766-2840 or
	864-963-6484

KEMET ANNOUNCES ADDITIONAL

CUSTOMER-FINANCED CAPACITY AGREEMENT

Fort Lauderdale, Florida (November 29, 2018) -KEMET Corporation (“KEMET” or the “Company”) (NYSE: KEM), a leading global supplier of passive electronic components, announced today that it has entered into a customer agreement which provides interest-free advance payments to KEMET totaling $30 million which will be used to fund KEMET investments in increased capacity. Together with a similar agreement entered into by the Company on September 4, 2018, the Company will be receiving interest-free customer advances of $66 million to increase its capacity for the manufacture of certain multi-layer ceramic capacitors requested by the customers. For each agreement, the customer has a right of first order regarding the use of the additional capacity funded by its advance. KEMET retains the title and ownership to all equipment purchased using the advance.

“We believe that these customer agreements on future capacity are an indication not only of the anticipated market growth and volume needs in the future, but a demonstration of the strength of the relationship that KEMET has with its customers. The expertise in our Ceramics business continues to be in large case size and focused on specialty products and not in the commodity phone or handset market,” stated Per Loof, the Company's Chief Executive Officer. “The combination of these agreements assures a commitment of approximately 33% of our future capacity and sets us apart from our competition,” continued Loof.

For each agreement, the advance is paid in quarterly installments over an expected period of 18 - 24 months, with the amount of each installment based on the costs and expenses that have been incurred, or are expected to be incurred, by the Company in connection with the capacity expansion. Once the additional capacity is fully installed and available, the advance is repaid to the customer on a quarterly basis. Each quarterly repayment amount is determined by a calculation that generally takes into account the number of components purchased by the customer in such quarter in excess of its established based ordering rate and is capped at 1/40^th of the total advance. Although the minimum repayment period is ten years (beginning with the initial repayment), if, based on the customer’s ordering rate, the advance has not been fully repaid by a specific date (for each agreement, such date being no less than 20 years after the contract execution date), then any remaining amounts of the advance are considered paid in full.

For further details of the terms of these agreements, please refer to the Company’s Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission on September 7, 2018 and November 29, 2018.

About KEMET

The Company’s common stock is listed on the NYSE under the ticker symbol “KEM” (NYSE: KEM).  At the Investor Relations section of our web site at http://www.kemet.com/IR, users may subscribe to KEMET news releases and find additional information about our Company.  KEMET offers our customers the broadest selection of capacitor technologies in the industry, along with an expanding range of electromechanical devices, electromagnetic compatibility solutions and supercapacitors. Our vision is to be the preferred supplier of electronic component solutions demanding the highest standards of quality, delivery and service. Additional information about KEMET can be found at http://www.kemet.com. 

Cautionary Statement on Forward-Looking Statements

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about the Company’s financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets, in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates” or other similar expressions and future or conditional verbs such as “will,” “should,” “would,” and “could” are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise. 

Factors that may cause actual outcomes and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, the following: (i) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate and could cause a write down of long-lived assets or goodwill; (ii) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased raw materials; (iii) changes in the competitive environment; (iv) uncertainty of the timing of customer product qualifications in heavily regulated industries; (v) economic, political, or regulatory changes in the countries in which we operate; (vi) difficulties, delays, or unexpected costs in completing the Company's restructuring plans; (vii) acquisitions and other strategic transactions expose us to a variety of risks, including the ability to successfully integrate and maintain adequate internal controls over financial reporting in compliance with applicable regulations; (viii) our acquisition of TOKIN Corporation may not achieve all of the anticipated results; (ix) our business could be negatively impacted by increased regulatory scrutiny and litigation; (x) difficulties associated with retaining, attracting, and training effective employees and management; (xi) the need to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xii) exposure to claims alleging product defects; (xiii) the impact of laws and regulations that apply to our business, including those relating to environmental matters, data protection, cyber security, and privacy; (xiv) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xv) changes impacting international trade and corporate tax provisions related to the global manufacturing and sales of our products may have an adverse effect on our financial condition and results of operations; (xvi) volatility of financial and credit markets affecting our access to capital; (xvii) the need to reduce the total costs of our products to remain competitive; (xviii) potential limitation on the use of net operating losses to offset possible future taxable income; (xix) restrictions in our debt agreements that could limit our flexibility in operating our business; (xx) disruption to our information technology systems to function properly or control unauthorized access to our systems may cause business disruptions; (xxi) economic and demographic experience for pension and other post-retirement benefit plans could be less favorable than our assumptions; (xxii) fluctuation in distributor sales could adversely affect our results of operations; (xxiii) earthquakes and other natural disasters could disrupt our operations and have a material adverse effect on our financial condition and results of operations; and (xxiv) volatility in our stock price.

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