Debt

6 Months Ended

Jun. 30, 2022

Debt

Debt

7. Debt

See “Note 13. Subsequent Events” for information regarding the Company’s steps to repay all of its outstanding debt.

As of June 30, 2022, debt consisted of the following:

	June 30,
(In thousands)	2022
9.5% Non-Recourse 2035 Notes:
Principal amount	$	421,050
Less: 5% retained by the Company		(21,053)
Unamortized debt issuance costs - 9.5% Non-Recourse 2035 Notes		(2,741)
Unamortized debt issuance costs - Modified 9.0% Non-Recourse 2033 Notes		(1,131)
		396,125
3.25% Convertible 2023 Notes:
Principal amount		230,000
Unamortized debt issuance costs		(1,429)
		228,571
Total debt	$	624,696

9.5% Non-Recourse Notes Due 2035

On February 21, 2020, Theravance Biopharma R&D, Inc. (“Theravance R&D”), a wholly-owned subsidiary of the Company, and Triple Royalty Sub II LLC (the “Issuer II” or “Triple II”), a wholly-owned subsidiary of Theravance Biopharma R&D, entered into certain note purchase agreements (“Note Purchase Agreements”) with certain note purchasers (“Note Purchasers”), relating to the private placement by Issuer II of $400.0 million 9.5% Fixed Rate Term Notes due on or before 2035 (the “Non-Recourse 2035 Notes”). Ninety-five percent of the Non-Recourse 2035 Notes were sold to the Note Purchasers pursuant to the Note Purchase Agreements. The remaining 5% of the Non-Recourse 2035 Notes (the “Retained Notes”) were retained by the Company to comply with Regulation RR — Credit Risk Retention (17 C.F.R. Part 246). The Retained Notes were eliminated in the Company’s condensed consolidated financial statements.

The Non-Recourse 2035 Notes were secured by all of Issuer II’s right, title and interest as a holder of certain membership interests (the “Issuer II Class C Units”) in Theravance Respiratory Company, LLC (“TRC”). TRC holds the right to receive upward-tiering royalties ranging from 6.5% to 10% on worldwide net sales of TRELEGY, and, prior to July 20, 2022, the Company held an 85% economic interest in TRC. The Issuer II Class C Units represented 75% of the Company's 85% economic interest, which equated to 63.75% of the economic interests in TRC.

The source of principal and interest payments for the Non-Recourse 2035 Notes were the future royalty payments generated from the TRELEGY program, and as a result, the holders of the Non-Recourse 2035 Notes had no recourse against the Company even if the TRELEGY payments were insufficient to cover the principal and interest payments for the Non-Recourse 2035 Notes. Prior to and including the December 5, 2024 payment date, in the event that the distributions received by the Issuer II from TRC in a quarter were less than the interest accrued for that quarter, the principal amount of the Non-Recourse 2035 Notes increased by the interest shortfall amount for that quarter. While the holders of the Non-Recourse 2035 Notes had no recourse against the Company, the terms of the Non-Recourse 2035 Notes also provided that the Company, at its option, could satisfy the quarterly interest payment obligations by making a capital contribution to the Issuer II.

For the three and six months ended June 30, 2022, $2.7 million and $7.4 million, respectively, of net interest shortfall was added to the Non-Recourse 2035 Notes. As of June 30, 2022, the Non-Recourse 2035 Notes’ issuance-to-date net interest shortfall was $30.7 million and the issuance-to-date net principal paydown was $10.7 million.

The Non-Recourse 2035 Notes were not convertible into Company equity and had no security interest in nor rights under any agreement with GSK. The Non-Recourse 2035 Notes were redeemable by Issuer II on and after February 28, 2022, in whole or in part, at specified redemption premiums. The Non-Recourse 2035 Notes bore an annual interest rate of 9.5%, with interest and principal paid quarterly beginning June 5, 2020.

Issuer II redeemed the Non-Recourse 2035 Notes on July 20, 2022 and none of the Non-Recourse 2035 Notes currently remain outstanding. As of June 30, 2022, the net principal and estimated fair value of the Non-Recourse 2035 Notes were $400.0 million and $380.0 million, respectively. The inputs to determine fair value of the Non-Recourse 2035 Notes are categorized as Level 2 inputs. Level 2 inputs include quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

3.25% Convertible Senior Notes Due 2023

The Company had $230.0 million of 3.25% convertible senior notes due in 2023 (“Convertible Senior 2023 Notes”) outstanding as of June 30, 2022. For each of the three and six months ended June 30, 2022 and 2021, the Company recognized $1.9 million and $3.7 million, respectively, in contractual interest expense related to the Convertible Senior 2023 Notes. For each of the three and six months ended June 30, 2022 and 2021, the Company recognized $0.3 million and $0.5 million, respectively, in amortization of debt issuance costs related to the Convertible Senior 2023 Notes. As of June 30, 2022, the Convertible Senior 2023 Notes had an estimated fair value of $210.5 million. The estimated fair value was primarily based upon the underlying price of Theravance Biopharma’s publicly traded shares and other observable inputs as of June 30, 2022. The inputs to determine fair value of the Convertible Senior 2023 Notes are categorized as Level 2 inputs. Level 2 inputs include quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.