Item 1.01 Entry into a Material Definitive Agreement.
On
The net proceeds from the sale of the Notes are expected to be used to repay in full the Issuer's remaining term loans, pay related fees and expenses in connection with the transactions contemplated by the Note Purchase Agreement and for general corporate purposes.
The Notes will be guaranteed on a senior secured basis by the Company and
certain of its subsidiaries. The Notes and guarantees will be secured by
substantially all of the assets of the Company and its
The Notes will bear interest at a rate of 9.0% plus adjusted three-month LIBOR, with a LIBOR floor of 1.50% and LIBOR cap of 3.00%, payable in cash quarterly arrears, and will mature five (5) years following the date of issuance of the first tranche of Notes.
The Notes may be voluntarily prepaid upon the satisfaction of certain conditions and with each such prepayment being accompanied by, as applicable, (1) a make-whole premium, (2) an exit fee of 2% of the principal amount of the Notes prepaid, (3) certain other fees, indemnities and expenses and (4) all accrued interest on the principal amount of the Notes being so prepaid. The exit fee described in (2) above is payable on the principal amount of all Notes prepaid or repaid, including upon the repayment of the Notes upon maturity.
Subject to certain exceptions and qualifications, the Note Purchase Agreement contains covenants that, among other things, limit the Issuer's ability and the ability of its restricted subsidiaries, including the guarantors, to:
· incur additional indebtedness or issue certain disqualified capital stock;
· create liens;
· transfer or sell assets;
· make certain investments, loans, advances and acquisitions;
· engage in consolidations, amalgamations or mergers, or sell, transfer or
otherwise dispose of all or substantially all of their assets; and
· enter into certain transactions with affiliates.
The Note Purchase Agreement also provides for events of default which, if any of them occurs and is continuing, would require or permit (x) the principal of, premium, if any, exit fee and accrued interest on the Notes to become or to be declared due and payable and (y) the termination of the commitments (if any) of each purchaser to purchase Notes.
As a condition to the issuance of the first tranche of the Notes pursuant to the
Note Purchase Agreement, the Company shall have received at least
As a condition to the effectiveness of the Note Purchase Agreement, on
The foregoing descriptions of the Notes and of the Share Subscription Agreement are qualified in their entirety by reference to the Note Purchase Agreement and to the Share Subscription Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Private Placement referenced above is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2). The Private Placement was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Purchaser in connection with the Private Placement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Document 10.1 Note Purchase Agreement datedOctober 1, 2021 , between OsmoticaPharmaceutical Corp. ,Osmotica Pharmaceuticals plc ,Osmotica Holdings US LLC ,Athyrium Opportunities IV Acquisition LP and the Purchasers from time to time party thereto 10.2 Share Subscription Agreement datedOctober 1, 2021 , betweenOsmotica Pharmaceuticals plc andAthyrium Opportunities IV Acquisition LP 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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