ADC Therapeutics SA announced that it has entered into a loan agreement and share purchase agreement with certain investors, for a private placement of gross proceeds for $181.24999936 million on August 15, 2022. The company entered into a loan agreement with certain affiliates, Oaktree Capital Management, L.P., and Owl Rock Capital Advisors LLC pursuant to which the company may borrow up to $175 million principal amount of secured term loans including, an initial tranche of $120 million principal amount of term loans and, up to two additional tranches, each up to $27.5 million principal amount of term loans that the company may draw upon within 18 months of the closing date, subject to satisfaction of certain customary conditions including compliance with its other material agreements for the incurrence of such debt. The secured term loans are scheduled to mature on August 15, 2029 and accrue interest at an annual rate of SOFR plus 7.50% per annum or a base rate plus 6.50% per annum for the first five years of the term loans, and thereafter, at an annual rate of SOFR plus 9.25% or a base rate plus 8.25%, in each case subject to a 1.00% per annum SOFR floor.

At the company's election, for the first three years, the company may choose to pay an amount of interest on the outstanding principal amount of term loans corresponding to up to 2.50% of the applicable interest rate in kind. The company is obligated to pay certain exit fees upon certain prepayments and repayments of the principal amount of the term loans. In addition, the company has the right to prepay the term loans at any time subject to certain prepayment premiums applicable during the period commencing from the closing date until the fourth anniversary of the closing date.

In addition, the company issued to the lenders under the Loan Agreement warrants to purchase an aggregate number of common shares equal to $4,375,000 divided by the volume weighted-average price of the common shares for the ten trading days prior to their issuance and the ten trading days on and after their issuance. The Lender Warrants have an exercise price per share equal to the 20-Day VWAP. Each Lender Warrant is exercisable, on a cash or a cashless basis, at the option of the holder at any time prior to August 15, 2032.

The company entered into a share purchase agreement with Owl Rock Opportunistic Master Fund II, L.P. a fund managed by Owl Rock Opportunistic GP, LLC and OR Opportunistic DL (C), L.P, a fund managed by OR Opportunistic DL (C) GP, LLC pursuant to the purchasers agreed to severally purchase from the company an aggregate of 733,568 common shares at $8.52 per share for gross proceeds of $6.24999936 million. The volume weighted-average price of the common shares for the five trading days prior to the date of the Share Purchase Agreement. The closing of this transaction is expected to take place the business day after the registration of the authorized share capital increase with the commercial Register of the Canton of Vaud; provided that the Share Purchase Agreement may be terminated by mutual written consent of the parties, by either party if the registration of the authorized share capital increase has not occurred on or prior to the twenty-first day after the date of the Share Purchase Agreement, or by either party if the other party breaches any of its representations and warranties contained therein or fails to perform any of its covenants or agreements contained therein.