Item 1.01 Entry into a Material Definitive Agreement
The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Asset
As previously disclosed, on
Pursuant to the Merger Agreement, on
On
Following the completion of the Offer, on
Pursuant to the Merger Agreement, each of the Company's stock options (the "Company Options") that was outstanding as of immediately prior to the Effective Time, to the extent unvested, accelerated and became fully vested and exercisable effective prior to the Effective Time. As of the Effective Time, (1) each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to the total number of Shares subject to such Company Option immediately prior to the Effective Time multiplied by the excess (if any) of the Merger Consideration over the exercise price payable per Share under such Company Option, (2) each performance stock unit award granted pursuant to any of the Company equity plans or otherwise ("Company PSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to the number of Shares subject to such Company PSU (determined at the target level of performance) multiplied by the Merger Consideration and (3) each restricted stock unit award granted pursuant to any of the Company equity plans or otherwise ("Company RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to the number of Shares subject to such Company RSU multiplied by the Merger Consideration.
The total consideration paid for the Shares in the Offer and the Merger was
approximately
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The foregoing description of the Merger Agreement and the related transactions
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1
to the Current Report on Form 8-K filed by the Company with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
The Credit Agreement contains an expansion feature, which allows Parent, subject to certain conditions, to increase the aggregate principal amount of the Facility, provided Parent remains in compliance with underlying financial covenants on a pro forma basis including the consolidated interest coverage ratio and the consolidated net leverage ratio covenants set forth in the Credit Agreement, and the consolidated net leverage ratio shall be not greater than 0.25:1.00 less than the consolidated net leverage ratio then permitted under the Credit Agreement.
In addition to paying interest on the outstanding principal under the Facility, Parent will pay (i) a commitment fee in respect of the unutilized commitments thereunder and (ii) customary letter of credit fees and agency fees. The commitment fees range from 0.15% to 0.35% per annum based on Parent's consolidated net leverage ratio.
Substantially all of the assets of Parent and the Guarantors (as defined in the
Credit Agreement) are pledged as collateral under the Facility (subject to
customary exceptions and excluding real property and intellectual property)
pursuant to the terms set forth in the Security Agreement (as defined in the
Credit Agreement) and Pledge Agreement, each dated as of
Borrowings under the Facility bear interest, at Parent's option, at a rate equal to an applicable margin plus: (a) the applicable Term SOFR (as defined in the Credit Agreement) rate (which includes a SOFR adjustment of 0.10%), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the Bank of America prime rate, (3) the Term SOFR rate for an interest period of one month plus 1.10%, and (4) 1.00%. The margin for the Facility ranges, based on Parent's consolidated total net leverage ratio, from 0.25% to 1.25% in the case of base rate loans and from 1.25% to 2.25% in the case of Term SOFR rate loans.
The terms of the Facility include certain affirmative and negative covenants as set forth in the Credit Agreement, that, among other things, may restrict Parent's ability to: create liens on assets; incur additional indebtedness; make investments; make acquisitions and other fundamental changes; and sell and dispose of property or assets. The Credit Agreement also includes financial covenants requiring Parent to maintain, measured as of the end of each fiscal quarter, a maximum consolidated net leverage ratio of 4.75 to 1.00 initially, which declines to 4.00 to 1.00 over the term of the Facility, and a minimum consolidated interest coverage ratio of 3.00 to 1.00. If Parent consummates a material acquisition the consolidated net leverage ratio covenant will be increased by 0.50 to 1.00 (to a level not to exceed 4.75 to 1.00) for a period of three fiscal quarters following such material acquisition. The Credit Agreement also contains customary representations and warranties and events of default.
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The Term Facility requires quarterly scheduled repayments of the term loans in each of the first, second, third and fourth years following the Closing in annual amounts equal to 2.50%, 5.00%, 7.50% and 10.00% of the initial principal amount of the term loans, respectively. The term loans are also subject to mandatory prepayments from the proceeds of certain asset sales, subject to Parent's right to reinvest the proceeds thereof.
The foregoing is a summary description of certain terms of the Facility and does not purport to be complete, and it is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Security Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
The information set forth under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The audited financial statements of the Company required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information reflecting the Merger, to the extent required by this item, will be furnished by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofApril 12, 2022 , by and amongHalozyme Therapeutics, Inc. ,Atlas Merger Sub, Inc. and Antares Pharma, Inc. (incorporated herein by reference to Exhibit 2.1 toHalozyme Therapeutics, Inc.'s Form 8-K (File No. 001-32335), filed with theSEC onApril 13, 2022 ). 10.1 Credit Agreement, dated as ofMay 24, 2022 , by and amongHalozyme Therapeutics, Inc. , the Guarantors,Bank of America N.A . and each of those additional Lenders that are a party to such agreement. 10.2 Security Agreement, dated as ofMay 24, 2022 , by and amongHalozyme Therapeutics, Inc. , theGuarantors andBank of America N.A . 99.1 Press Release ofHalozyme Therapeutics, Inc. , dated as ofMay 24, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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