Item 1.01 Conclusion of a Material Definitive Agreement.
The Term Credit Agreement provides for a secured term loan facility (the “Term Facility”) with an aggregate principal amount of
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
The facilities have a maturity date of
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
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
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.
Article 7.01 Regulation FD Disclosure.
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.
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) 3
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