RADIUS HEALTH, INC. : entering into a material definitive agreement, creating a direct financial obligation or obligation under a holder’s off-balance sheet arrangement, disclosure of FD regulations, other events, financial statements and exhibits ( form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At March 3, 2021, Radius Health, Inc. (the company “), Radius Pharmaceuticals, Inc., a wholly owned subsidiary of the Company, and Radius Health Ventures, Inc., a wholly owned subsidiary of the Company (collectively, the “Borrowers”), has entered into (i) an amended and restated Credit and Guarantee Agreement (Term Loan) (the “Term Credit Agreement”) , with Mid-cap financial trust, in its capacity as administrative agent, and the financial institutions or other entities which are sometimes parties to it as lenders (the “Term Lenders”) and (ii) the Amended and Updated Credit and Guarantee Agreement (Revolving Loan) (the “Revolving Loan) Agreement”, as well as the Term Credit Agreement, the “Credit Agreements”), with MidCap Funding Trust IV, in its capacity as administrative agent, and financial institutions or other entities from time to time which are parties thereto as lenders.

The Term Credit Agreement provides for a secured term loan facility (the “Term Facility”) with an aggregate principal amount of $ 150 million (the “Initial Term Loan”). In addition, Borrowers have the right under the Term Credit Agreement to require Term Lenders to make an additional term loan in the aggregate principal amount of $ 25 million available to Borrowers within one year of the closing date of the Initial Term Loan (the “Initial Closing Date”). Term lenders will not be under any obligation to provide such additional term loan and to undertake any such additional term loan.

The Revolving Credit Agreement provides for a secured revolving credit facility (the “Revolving Facility”, together with the Term Facility, the “Facilities”) under which the Borrowers may borrow up to a maximum of $ 25 million, the availability of which is determined on a borrowing basis as follows: (i) up to 85% of the net recoverable amount of the Borrowers’ domestic claims due to direct payers and eligible third parties, plus (ii) up to 40% of the eligible national inventory of Borrowers, less certain reserves; provided that the availability of qualifying inventory cannot exceed 20% of the borrowing base at any time.

The facilities have a maturity date of June 1, 2024. The obligations under the credit agreements are guaranteed by the borrowers and will be guaranteed by certain future subsidiaries of the borrowers, subject to certain exceptions.

The obligations under the Facilities are secured by substantially all of the assets of the Borrowers and will be secured by substantially all of the assets of future subsidiaries of Borrowers who become borrowers or guarantors under the Facilities, subject to certain exceptions.

The proceeds of the term facility can be used for (i) transaction costs related to transactions contemplated by credit agreements, (ii) full payment on the initial closing date of certain existing debts, (iii) redemption certain of the Company’s outstanding 3.00% convertible unsecured senior notes due on September 1, 2024 (the “2024 Notes”) on or about the original closing date, and (iv) the working capital requirements and general business objectives of the borrowers and their subsidiaries. The proceeds of the revolving facility may be used for (i) transaction costs associated with transactions contemplated by the credit agreements, (ii) the redemption of certain of the 2024 Notes on or around the original closing date. , and (iii) working capital the needs and general objectives of the business of the Borrowers and their subsidiaries.

Borrowings under the Term Facility will bear interest to maturity at a floating rate based on the LIBOR rate plus 5.75%, subject to a LIBOR floor of 2.00%. Borrowings under the revolving facility will bear interest to maturity at a floating rate based on the LIBOR rate plus 3.50%, subject to a LIBOR floor of 2.00%. Borrowers are required to pay a monthly commitment fee on unused commitments under the Revolving Facility of 0.50% per annum.

Subject to the terms and conditions set out in credit agreements, borrowers may be required to make certain mandatory prepayments prior to maturity.

Credit agreements contain restrictive and negative covenants usually applicable to senior secured credit facilities, including restrictive covenants which, among other things, will limit or restrict the ability of borrowers, subject to negotiated exceptions, to incur debt. additional privileges and privileges over their assets, carry out mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily repay other debts in advance, enter into transactions with affiliates, make investments and change the nature of their activities. Credit agreements also contain customary events of default, including subject to thresholds and grace periods, among others, default on payment, default on commitment, cross default to other significant debts, and default. judgment. In addition, the Credit Agreements require Borrowers to maintain a minimum level of net income, as set out in the Credit Agreement, and a minimum of $ 50 million in unallocated cash and cash equivalents.

The above description of Credit Agreements is not intended to be complete and is qualified in its entirety by reference to the full text of Credit Agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereof and are incorporated by reference into present.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See the disclosure set out in Section 1.01, “Entry into a Material Definitive Agreement” of this current report on Form 8-K, which disclosure is incorporated by reference in this Section 2.03.

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Article 7.01 Regulation FD Disclosure.

At March 3, 2021, the Company has published a press release announcing the entry of the Company into the Credit Agreements and Repurchase Agreements, as defined in point 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Information (including Exhibit 99.1) provided under this Section 7.01 will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the requirements of this section and shall not be deemed to be incorporated by reference in a filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the language of general incorporation in such deposit.

Item 8.01.   Other Events.

At March 3, 2021, the Company has also entered into separate privately negotiated transactions (the “Repurchase Agreements”) with certain holders of 2024 Notes to repurchase approximately $ 112.2 million aggregate principal amount of the 2024 Bonds for an expected aggregate repurchase price of $ 105.7 million, accrued interest included (the “Redemption Price”). The aggregate repurchase price is subject to an adjustment based in part on the daily volume weighted average prices per share of the Company’s common shares during a ten trading day pricing period following the execution of the trading agreements. redemption.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits



Exhibit No.   Description

10.1            Amended and Restated Credit and Security Agreement (Term Loan), dated
              as of March 3, 2021, by and among the Company, Radius Pharmaceuticals,
              Inc., Radius Health Ventures, Inc., and any additional borrower
              thereunder, MidCap Financial Trust, as a lender and administrative
              agent, and the financial institutions or other entities from time to
              time parties thereto
10.2            Amended and Restated Credit and Security Agreement (Revolving Loan),
              dated as of March 3, 2021, by and among Radius Health, Inc., Radius
              Pharmaceuticals, Inc., Radius Health Ventures, Inc., and any additional
              borrower from time to time, MidCap Funding IV Trust, as a lender and
              administrative agent, and the financial institutions or other entities
              from time to time parties thereto
99.1            Radius Health, Inc. Press Release dated March 3, 202  1
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)






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