Natera,Inc. (NASDAQ:NTRA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August8, 2017, Natera,Inc. (“Natera”) entered into a Credit Agreement (the “Credit Agreement”) by and between Natera as the borrower and OrbiMed Royalty Opportunities II, LP. (“OrbiMed”) as the lender. The Credit Agreement provides for a $100,000,000 senior secured term loan facility, subject to certain terms and conditions as set forth therein, of which $75,000,000 was provided to Natera on August8, 2017, with the additional $25,000,000 to be provided to Natera upon request no later than December31, 2018 (the “Loans”). Such Loans are to be used by Natera for general corporate purposes.
The Loans must be repaid on August8, 2024. Natera has the right to prepay any unpaid principal amount of the Loans prior to such date subject to the Repayment Premium (as defined in the Credit Agreement) in the range of 2.5% to 12.5% of the principal amount of such prepayment, depending on the date of such prepayment. The Loans will bear interest, at a rate per annum equal to the sum of (i)8.75% plus (ii)the higher of (x)the LIBO Rate for such Interest Period (as defined in the Credit Agreement) and (y)1.00.
The Credit Agreement requires Natera to have had maintained minimum net revenues as a condition to making of the Loans and further requires Natera to maintain minimum net revenues as a covenant. In addition, the Credit Agreement contains (i)customary affirmative covenants including, without limitations, covenants that require Natera and its subsidiaries to provide financial information, materially comply with applicable laws, rulesand regulations, and maintain insurance and (ii)customary negative covenants which, among other things, limit or restrict the ability of Natera and its subsidiaries to consummate certain investments or acquisitions, dispose of assets of Natera and its subsidiaries, change business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type.
The Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, default on certain other indebtedness, bankruptcy and insolvency events, material judgments, certain material adverse changes, certain regulatory matters, and change of control. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement and/or an increase in the interest rate of 3.00% for the duration of such event of default.
Natera’s obligations under the Credit Agreement are secured by substantially all of its assets, including its intellectual property, subject to certain customary exclusions.
In connection with entering into the Credit Agreement, as a fee in consideration of the commitments extended and the loans made under the Credit Agreement, Natera will issue 300,000 shares of its common stock, par value $0.0001 per share, to OrbiMed. Natera is issuing the shares to a shelf registration statement on FormS-3 (file number 333-214577) declared effective by the Securities and Exchange Commission on November28, 2016.
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 under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
Description |
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5.1 |
Opinion of Gunderson Dettmer Stough Villeneuve Franklin& Hachigian, LLP |
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23.1 |
Consent of Gunderson Dettmer Stough Villeneuve Franklin& Hachigian, LLP (included in Exhibit5.1) |