BioDelivery Sciences International, Inc. (NASDAQ:BDSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 23, 2019 (the Closing Date), BioDelivery Sciences International, Inc. (the Company) and its subsidiaries entered into a Loan Agreement (the Loan Agreement) with BioPharma Credit plc (Pharmakon), for a senior secured credit facility consisting of a term loan of sixty million dollars ($60,000,000) (the Term Loan), with the ability to draw an additional twenty million dollars ($20,000,000) within twelve months of the Closing Date. The Loan Agreement replaced the Companys existing Term Loan Agreement (the Original Loan Agreement) with CRG Servicing LLC and the Term Loan was used to repay in full all of the outstanding term loans under the Original Loan Agreement.
The facility carries a 72-month term with interest only payments on the term loan for the first 36 months. The Term Loan will mature in May 2025 and bears an interest rate of 7.5% plus the LIBOR rate. The Term Loan is subject to mandatory prepayment provisions that require prepayment upon change of control.
The obligations under the Loan Agreement are guaranteed by the Companys subsidiaries and are secured by a first priority security interest in and a lien on substantially all of the assets of the Company and the subsidiary guarantors, subject to certain exceptions.
The Loan Agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. The Company is required to comply at certain times with a financial covenant consisting of a minimum net sales test. If an event of default occurs and is continuing, Pharmakon may, among other things, accelerate the loans and foreclose on the collateral.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
Item 1.02 Termination of a Material Definitive Agreement.
The information in Item 1.01 above with respect to the Original Loan Agreement is incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above with respect to the Loan Agreement is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On May 28, 2019, the Company and Pharmakon issued a press release announcing the execution of the Loan Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.
The information set forth under Item 7.01 and in Exhibit 99.1 is intended to be furnished and shall not be deemed filed for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release, dated May 28, 2019, announcing the Loan Agreement between the Company and Pharmakon. |