PDL BioPharma, Inc. (NASDAQ:PDLI) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed by
the Company, on December 16, 2016, PDL Biopharma, Inc. (the
Company) entered into that certain Second Amended and Restated
Credit Agreement, dated as of December 16, 2016 (the Second
Amended and Restated Credit Agreement) between LENSAR, Inc.
(LENSAR) and the Company to which LENSAR assumed an aggregate
amount of approximately $48.9 million in Obligations under (and
as defined therein) that certain Amended and Restated Credit
Agreement, dated as of December 15, 2015, by and between LENSAR
and the Company.
the Company, on December 16, 2016, PDL Biopharma, Inc. (the
Company) entered into that certain Second Amended and Restated
Credit Agreement, dated as of December 16, 2016 (the Second
Amended and Restated Credit Agreement) between LENSAR, Inc.
(LENSAR) and the Company to which LENSAR assumed an aggregate
amount of approximately $48.9 million in Obligations under (and
as defined therein) that certain Amended and Restated Credit
Agreement, dated as of December 15, 2015, by and between LENSAR
and the Company.
As also disclosed in the December 16, 2016 Current Report on Form
8-K, after entering into the Second Amended and Restated Credit
Agreement, LENSAR filed a voluntary petition in the United States
Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) seeking relief under chapter 11 of Title 11 of the United
States Code. LENSARs chapter 11 case is being administered under
the caption In re LENSAR, Inc., Case No. 16-12808. As described
in Item 8.01, on April 26, 2017, LENSARs Second Amended Plan of
Reorganization for LENSAR, Inc. Under Chapter 11 of the
Bankruptcy Code (the Plan) was confirmed by order of the
Bankruptcy Court.
8-K, after entering into the Second Amended and Restated Credit
Agreement, LENSAR filed a voluntary petition in the United States
Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) seeking relief under chapter 11 of Title 11 of the United
States Code. LENSARs chapter 11 case is being administered under
the caption In re LENSAR, Inc., Case No. 16-12808. As described
in Item 8.01, on April 26, 2017, LENSARs Second Amended Plan of
Reorganization for LENSAR, Inc. Under Chapter 11 of the
Bankruptcy Code (the Plan) was confirmed by order of the
Bankruptcy Court.
to the Plan, and as described in Item 8.01, on May 11, 2017, the
effective date of the Plan, (i) the Second Amended and Restated
Credit Agreement and (ii) the Credit Agreement dated as of
October 1, 2013 (as amended by the Reaffirmation Agreement dated
as of December 14, 2015, as further amended by Amendment No. 1 to
Reaffirmation Agreement and to Term Note, dated as of December
16, 2016), between LENSAR, Inc. and the Company (the Reaffirmed
2013 Credit Agreement), were cancelled in exchange for the
issuance by LENSAR as the reorganized debtor, of all of its
outstanding equity interests to the Company.
effective date of the Plan, (i) the Second Amended and Restated
Credit Agreement and (ii) the Credit Agreement dated as of
October 1, 2013 (as amended by the Reaffirmation Agreement dated
as of December 14, 2015, as further amended by Amendment No. 1 to
Reaffirmation Agreement and to Term Note, dated as of December
16, 2016), between LENSAR, Inc. and the Company (the Reaffirmed
2013 Credit Agreement), were cancelled in exchange for the
issuance by LENSAR as the reorganized debtor, of all of its
outstanding equity interests to the Company.
Item 7.01. Regulation FD Disclosure.
On May 11, 2017, the Company issued a press release regarding
LENSAR. A copy of the press release is furnished hereto as
Exhibit 99.1.
LENSAR. A copy of the press release is furnished hereto as
Exhibit 99.1.
Item 8.01 Other Events.
Confirmation of Plan of Reorganization
On April 26, 2017, the Bankruptcy Court entered the Findings of
Fact, Conclusions of Law, and Order Confirming Second Amended
Plan of Reorganization for Lensar, Inc. Under Chapter 11 of the
Bankruptcy Code (the Confirmation Order) confirming the Plan.
Fact, Conclusions of Law, and Order Confirming Second Amended
Plan of Reorganization for Lensar, Inc. Under Chapter 11 of the
Bankruptcy Code (the Confirmation Order) confirming the Plan.
The Plan became effective on May 11, 2017.
The following is a summary of certain provisions of the Plan, as
confirmed by the Bankruptcy Court to the Confirmation Order, and
is not intended to be a complete description of the Plan.
confirmed by the Bankruptcy Court to the Confirmation Order, and
is not intended to be a complete description of the Plan.
Material Features of the Plan
The Plan provides that:
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The Company, as LENSARs principal secured creditor, was
issued 50% of the new equity of LENSAR, as the reorganized debtor, consisting of common stock and mandatorily redeemable preferred stock, in exchange for the cancellation of the Second Amended and Restated Credit Agreement and the Reaffirmed 2013 Credit Agreement. As a result, LENSAR became a wholly owned subsidiary of the Company. |
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The Company entered into a new credit facility in the amount
of $8.6 million (the Exit Facility) between the Company, as lender, administrative agent and collateral agent, and LENSAR, as borrower, of which approximately $2.5 million will be used to repay the Companys advances to LENSAR to during the bankruptcy process. |
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General unsecured claims will be paid in full.
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Equity interests in LENSAR outstanding immediately prior to
the effective date of the Plan have been cancelled and holders of those interests have not retained or received any property on account of their interests. |
to the Confirmation Order and Section 303 of the Delaware General
Corporation Law, on the effective date of the Plan John P.
McLaughlin, Peter S. Garcia, Danny J Hart, Jr. and Nicholas T.
Curtis have been elected as the directors of LENSAR.
Corporation Law, on the effective date of the Plan John P.
McLaughlin, Peter S. Garcia, Danny J Hart, Jr. and Nicholas T.
Curtis have been elected as the directors of LENSAR.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release
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Cautionary Statements
This filing, the press release and the Companys statements herein
and in the attached press release contain “forward-looking”
statements as defined in the Private Securities Litigation Reform
Act of 1995. These statements are based on management’s current
expectations or predictions of future conditions, events or results
based on various assumptions and management’s estimates of trends
and economic factors in the markets in which we are active, as well
as our business plans. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,”
“projects,” “forecasts,” “may,” “should,” variations of
such words and similar expressions are intended to identify such
forward-looking statements. The forward-looking statements may
include, without limitation, statements regarding forecasted
revenues or expectation of payments or revenues in respect of
acquired assets, realizing the benefits of our investment in LENSAR
or financial or operational performance. The forward-looking
statements are subject to risks and uncertainties, which may cause
results to differ materially from those set forth in the
statements. Forward-looking statements in this filing and in the
attached press release should be evaluated together with the many
uncertainties that affect the business of the Company and its
markets, particularly those discussed in the risk factors and
cautionary statements contained in the Company’s annual report
filed with the SEC on March 1, 2017, as well as subsequent filings.
All forward-looking statements are expressly qualified in their
entirety by such factors. The forward-looking statements are
representative only as of the date they are made, and the Company
assumes no responsibility to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
and in the attached press release contain “forward-looking”
statements as defined in the Private Securities Litigation Reform
Act of 1995. These statements are based on management’s current
expectations or predictions of future conditions, events or results
based on various assumptions and management’s estimates of trends
and economic factors in the markets in which we are active, as well
as our business plans. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,”
“projects,” “forecasts,” “may,” “should,” variations of
such words and similar expressions are intended to identify such
forward-looking statements. The forward-looking statements may
include, without limitation, statements regarding forecasted
revenues or expectation of payments or revenues in respect of
acquired assets, realizing the benefits of our investment in LENSAR
or financial or operational performance. The forward-looking
statements are subject to risks and uncertainties, which may cause
results to differ materially from those set forth in the
statements. Forward-looking statements in this filing and in the
attached press release should be evaluated together with the many
uncertainties that affect the business of the Company and its
markets, particularly those discussed in the risk factors and
cautionary statements contained in the Company’s annual report
filed with the SEC on March 1, 2017, as well as subsequent filings.
All forward-looking statements are expressly qualified in their
entirety by such factors. The forward-looking statements are
representative only as of the date they are made, and the Company
assumes no responsibility to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
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About PDL BioPharma, Inc. (NASDAQ:PDLI)
PDL BioPharma, Inc., formerly Protein Design Labs, Inc., manages a portfolio of patents and royalty assets, consisting of its Queen et al. patents, license agreements with various biotechnology and pharmaceutical companies, and royalty and other assets acquired. The Company provides non-dilutive growth capital and financing solutions to late-stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions and inventors. It evaluates its investments based on the quality of the income generating assets and potential returns on investment. It is focused on intellectual property asset management, acquiring income generating assets and maximizing value for its stockholders, among others. It receives royalties on sales of over ten humanized antibody products, which include Avastin, Herceptin, Xolair, Kadcyla, Tysabri, Actemra, Gazyva and Entyvio all of which are approved for use. PDL BioPharma, Inc. (NASDAQ:PDLI) Recent Trading Information
PDL BioPharma, Inc. (NASDAQ:PDLI) closed its last trading session up +0.13 at 2.40 with 2,092,960 shares trading hands.
