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Subsequent Event
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Event

16. Subsequent Event

 

Credit Facility

On February 28, 2019, we entered into a credit agreement (the “Credit Agreement”) with the lenders from time to time party thereto and HCR Collateral Management, LLC, as administrative agent. The Credit Agreement provides for a term loan in an aggregate principal amount of up to $125.0 million to be advanced in two tranches subject to certain performance-based milestones related to Andexxa. The first tranche, in the amount of $62.5 million, will be available on the closing date of the Credit Agreement. A second tranche of $62.5 million will be available after the closing date of the Credit Agreement (i) at any time from the closing date until the earliest to occur of (x) November 15, 2019, (y) the date on which we have borrowed the full amount of the commitments or (z) the date on which the commitments have been terminated as set forth in the Credit Agreement and (ii) so long as (x) we have received all regulatory approval from the European Medicines Agency or any successor entity thereto for Andexxa, (y) Andexxa consolidated net sales for the three fiscal quarter period ending September 30, 2019 are at least $50.0 million and (z) no material adverse effect has occurred since the closing date of the Credit Agreement.

All obligations under the Credit Agreement are due on February 28, 2025; however, we can prepay the term loan, in whole or in part, subject to the payment of prepayment premiums as more fully described in the Credit Agreement. The outstanding principal balance of the term loan bears interest at a rate per annum equal to 9.75%, while upon the occurrence of an event of default, all outstanding obligations under the Credit Agreement will bear interest at a rate per annum equal to the sum of 9.75% plus 3.00%. All interest will be made on the basis of a 360-day year and actual days elapsed with interest accruing on the day the term loan is made.

The term loan is secured by substantially all of our assets. The Credit Agreement contains customary representations and warranties, and we are also subject to certain customary covenants that require us to deliver financial reports at designated times of the year and limit or restrict our ability to incur additional indebtedness or liens, acquire, own or make any investments, pay cash dividends or enter into certain corporate transactions, including mergers and changes of control, and require us to maintain a specified level of cash. The Credit Agreement also contains customary events of default. In the case of a continuing event of default, the administrative agent would be entitled to exercise various remedies, including, without limitation, declaring the unpaid principal amount of the outstanding term loan, all interest accrued and unpaid thereon and all other amounts owing or payable under the Credit Agreement and related loan documents to be immediately due and payable.