TELIGENT, INC. (NASDAQ:TLGT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Credit Agreement
On June 1, 2018, Teligent, Inc., a Delaware corporation (the “Company”), entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as the borrower, the guarantors party thereto from time to time, each lender from time to time party thereto and Cantor Fitzgerald Securities as the administrative agent. The Credit Agreement provides for new senior-secured, first-lien term loans in an aggregate principal amount of $25 million, of which $15 million was borrowed at closing and the remaining $10 million may be borrowed within 45 days of the closing date upon the satisfaction of certain conditions thereto, including the grant of a mortgage with respect to the Company’s Buena, New Jersey property. Additional term loans under the Credit Agreement may be made on or before September 15, 2018, at the discretion of the lenders, in an aggregate amount of $50 million. The term loans have an original issue discount of 2.5%, the entirety of which was funded out of the initial borrowing of $15 million. The term loans mature on June 1, 2021, and generally bear interest at a rate of LIBOR plus 9.00% (subject to a 2.00% LIBOR floor).
All obligations of the Company under the Credit Agreement are unconditionally guaranteed by the Company’s now owned and hereafter existing domestic subsidiaries (other than certain inactive subsidiaries). All obligations under the Credit Agreement are secured by substantially all of the assets of the Company and the guarantors.
The Credit Agreement contains customary covenants including, without limitation and subject to certain exceptions, restrictions on the Company’s and the guarantors’ ability to (i) create liens on their respective assets; (ii)incur indebtedness; (iii) make or hold investments; (iv) engage in mergers and consolidations; (v) dispose of assets; and (vi) pay certain dividends and other restricted payments. In addition, the Credit Agreement requires the Company to maintain an aggregate of at least $5 million of “liquidity” in the form of unrestricted cash and cash equivalents.
The Credit Agreement also provides for customary events of default which include, without limitation, the following: (i) default in the payment of principal of any loan when due and payable; (ii)default in any payment of interest which continues for a period of 5 days; (iii) any representation or warranty proving to have been incorrect in any material respect when made or deemed made; (iv) certain defaults by the Company or any of its subsidiaries with respect to certain indebtedness in excess of $2.5 million; (v) certain events of bankruptcy, insolvency, or reorganization with respect to the Company or any of its subsidiaries; and (vi) a “change of control.”
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, attached hereto as Exhibit 10.1.
| 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 in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Teligent, Inc. ExhibitEX-10.1 2 tv495830_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT Dated as of June 1,…To view the full exhibit click here
About TELIGENT, INC. (NASDAQ:TLGT)
Teligent, Inc., formerly IGI Laboratories, Inc., is a specialty generic pharmaceutical company. The Company markets and sells generic injectable pharmaceutical products under its own label in the United States and Canada. It provides development, formulation and manufacturing services to the pharmaceutical, over-the-counter (OTC) and cosmetic industries. It has two platforms: developing, manufacturing and marketing a portfolio of generic pharmaceutical products under its own label in topical, injectable, complex and ophthalmic dosage forms, and managing its current contract manufacturing and formulation services business. Its pipeline includes over 30 Abbreviated New Drug Applications filed with the United States Food and Drug Administration for additional pharmaceutical products. It holds additional over 40 product candidates at various stages of its development pipeline, 10 of which are on stability testing.
