UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2021 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Not Applicable | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On March 8, 2021, Quotient Limited (the “Company” and, together with its consolidated subsidiaries, “we”, “us” and “our”) provided notice to the holders of our 12% Senior Secured Notes due 2024 (the “Notes”) issued pursuant to the Indenture (the “Original Indenture”), dated as of October 14, 2016, by and among the Company, the guarantors party thereto (the “Existing Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and as collateral agent (the “Collateral Agent”), as amended by the First Supplemental Indenture, dated as of December 4, 2018, by and among the Company, the Existing Guarantors, the Trustee and the Collateral Agent (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), regarding the execution of a Second Supplemental Indenture (the “Second Supplemental Indenture”), dated March 5, 2021, by and among the Company, Quotient Iberia, S.L. (the “New Guarantor”), the Existing Guarantors, the Trustee and the Collateral Agent. A copy of the notice to the holders of our Notes is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 8.01 Other Events.
On March 5, 2021, the Company, the New Guarantor, the Existing Guarantors, the Trustee and the Collateral Agent entered into the Second Supplemental Indenture pursuant to which the New Guarantor agreed to guarantee the Notes.
In connection with the execution of the Second Supplemental Indenture, the New Guarantor and the Collateral Agent entered into Supplement No. 1 (“Supplement No. 1”), dated March 5, 2021, to the Collateral Agreement, dated October 14, 2016, among the Company, the subsidiaries of the Company party thereto, the Trustee and the Collateral Agent. Pursuant to Supplement No. 1, the New Guarantor granted to the Collateral Agent a security interest in all its assets as collateral for the Notes, subject to certain prior liens and exclusions. In addition, the equity interests in the New Guarantor have been pledged as collateral.
The foregoing descriptions of the Second Supplemental Indenture and Supplement No. 1 contained herein are qualified in their entirety by reference to the Second Supplemental Indenture and Supplement No. 1, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 4.1 | Second Supplemental Indenture, dated March 5, 2021, among the Company, New Guarantor, Existing Guarantors, and U.S. Bank National Association, as Trustee and Collateral Agent | |
| 4.2 | Supplement No. 1 to the Collateral Agreement, dated March 5, 2021, between the New Guarantor and U.S. Bank National Association, as Collateral Agent | |
| 99.1 | Notice of Supplemental Indenture to the Holders of the 12% Senior Secured Notes due 2024, dated March 8, 2021 | |
| 104 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
March 8, 2021
| QUOTIENT LIMITED | ||
| By: | /s/ Franz Walt | |
| Name: Franz Walt | ||
| Title: Chief Executive Officer | ||
Exhibit 4.1
Execution Version
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 5, 2021, is among Quotient Iberia, S.L. (the “New Guarantor”), a limited liability company (“Sociedad de Responsabilidad Limitada”) formed under the laws of Spain and a new indirect subsidiary of Quotient Limited (the “Issuer”), the Issuer, the existing guarantors (the “Existing Guarantors”) under the Indenture referred to below, and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under such Indenture.
W I T N E S S E T H :
WHEREAS, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture (the “Original Indenture”), dated as of October 14, 2016, providing for the issuance of the Issuer’s 12% Senior Secured Notes (the “Securities”);
WHEREAS, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered a first supplemental indenture (the “First Supplemental Indenture” and, the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the “Indenture”), dated as of December 4, 2018, providing for certain amendments to the Original Indenture and the Securities and a waiver in respect of certain obligations of the Issuer and its Restricted Subsidiaries under the Indenture;
WHEREAS, Section 4.10 of the Original Indenture provides that under certain circumstances the Issuer is required to cause future Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which the future Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Securities and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein and in the Indenture; and
WHEREAS, pursuant to Section 9.01(v) of the Original Indenture, the Trustee, the Collateral Agent, the New Guarantor, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture without notice to or consent of any Holder.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the recitals hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor hereby, jointly and severally, with each Existing Guarantor, irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder and to the Trustee and its successors and assigns
the Guaranteed Obligations, on the terms and subject to the conditions set forth in Article 10 of the Original Indenture, and agrees to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 12.01 of the Original Indenture.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to the Trustee or the Collateral Agent hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe Sign (or such other digital signature provider as specified in writing to the Trustee or the Collateral Agent by the authorized representative), in English. The Issuer, Existing Guarantors, and the New Guarantor each agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee or the Collateral Agent, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.
8. Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction thereof.
9. No Recourse Against Others. No director, officer, employee, manager, member, partner, incorporator or holder of any Equity Interests in the Issuer or in any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or its creation.
10. Electronic Means. The parties agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.
11. Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Securities any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Securities.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| QUOTIENT IBERIA, S.L. | ||||
| By: | /s/ Paul Stuart | |||
| Name: | Paul Stuart | |||
| Title: | Director | |||
| QUOTIENT LIMITED | ||||
| By: | /s/ Peter Buhler | |||
| Name: | Peter Buhler | |||
| Title: | Chief Financial Officer | |||
| EXISTING GUARANTORS: | ||||
| QBD (QS IP) LIMITED, as Guarantor | ||||
| By: | /s/ Ernest Larnach | |||
| Name: | Ernest Larnach | |||
| Title: | Director | |||
| QUOTIENT BIODIAGNOSTICS, INC., as Guarantor | ||
| By: | /s/ Brian Williamson | |
| Name: | Brian Williamson | |
| Title: | Director | |
| ALBA BIOSCIENCE LIMITED, as Guarantor | ||
| By: | /s/ Ernest Larnach | |
| Name: | Ernest Larnach | |
| Title: | Director | |
| QUOTIENT SUISSE SA, as Guarantor | ||
| By: | /s/ Ernest Larnach | |
| Name: | Ernest Larnach | |
| Title: | Director | |
| QUOTIENT BIOCAMPUS LIMITED, as Guarantor | ||
| By: | /s/ Ernest Larnach | |
| Name: | Ernest Larnach | |
| Title: | Director | |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||
| By: | /s/ Alison D.B. Nadeau | |||
| Name: | Alison D.B. Nadeau | |||
| Title: | Vice President | |||
| U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent | ||||
| By: | /s/ Alison D.B. Nadeau | |||
| Name: | Alison D.B. Nadeau | |||
| Title: | Vice President | |||
Exhibit 4.2
Execution Version
SUPPLEMENT NO. 1 TO THE COLLATERAL AGREEMENT
SUPPLEMENT NO. 1 dated as of March 5, 2021 (this “Supplement”), to the Collateral Agreement dated as of October 14, 2016 (the “Agreement”), among QUOTIENT LIMITED, a public limited liability no par value company incorporated in Jersey, Channel Islands, with registered number 109886 (the “Issuer”), each Subsidiary of the Issuer from time to time party thereto (each such subsidiary, individually, a “Subsidiary Party” and, collectively, the “Subsidiary Parties”; and the Issuer and the Subsidiary Parties are referred to collectively herein as the “Grantors”), U.S. BANK NATIONAL ASSOCIATION, as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
WHEREAS pursuant to the terms of (a) the Indenture dated as of October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, the Subsidiary Parties, the Trustee and the Collateral Agent and (b) each Purchase Agreement dated October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Purchase Agreements”), among the Issuer, the Subsidiary Guarantors (as defined therein) party thereto, and each purchaser party thereto (collectively, the “Purchasers”), the Issuer issued the Original Securities (as defined in the Indenture) and the Additional Securities (as defined in the Indenture), which may be guaranteed on a senior secured basis by each of the Subsidiary Parties;
WHEREAS, the Indenture permits the Issuer and the Subsidiary Parties to grant a lien and security interest in the Intercreditor Collateral (as defined in the Agreement) to one or more ABL Collateral Agents (as defined in the Agreement) and the holders of First Priority Lien Obligations (as defined in the Agreement);
WHEREAS the Issuer, the Subsidiary Parties, the Collateral Agent, the Co-Collateral Agent (if applicable), the Trustee and the other parties party thereto may enter into one or more Lien Subordination and Intercreditor Agreement from time to time (as such agreements may be amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, each an “Intercreditor Agreement”), which will govern the liens upon and security interests in the Collateral granted by the Agreement and the First Priority Lien Obligations;
WHEREAS each Grantor executed and delivered the Agreement, pursuant to the terms of the Indenture to induce the Trustee to enter into the Indenture and, pursuant to the terms of the Purchase Agreements, to induce the Purchasers to purchase the Original Securities and Additional Securities; and
WHEREAS Section 8.11 of the Agreement provides that Subsidiaries of the Issuer shall become Subsidiary Parties under the Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Indenture Documents to become a Subsidiary Party under the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture and the Agreement.
Accordingly, the Collateral Agent and the New Subsidiary agree as follows:
Section 1. In accordance with Section 8.11 of the Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party and a Grantor under the Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby expressly assumes, and hereby agrees to perform and observe, each and every one of the covenants, rights promises, agreements, terms, conditions, obligations, appointments, duties and liabilities applicable to it as a Subsidiary Party and Grantor thereunder and all other Indenture Documents applicable to it as a Subsidiary Party and Grantor under the Agreement. By virtue of the foregoing, the New Subsidiary hereby accepts and assumes any liability of a Grantor (as to itself only) related to each representation, warranty, covenant or obligation made by a Grantor (as to itself only and after giving effect to this Supplement) in the Agreement and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations (after giving effect to this Supplement). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and Lien on all of the New Subsidiary’s right, title and interest in and to the Collateral of the New Subsidiary. Each reference to a “Grantor” in the Agreement shall be deemed to include the New Subsidiary. The Agreement is hereby incorporated herein by reference.
Section 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that (a) the New Subsidiary has the requisite limited liability (sociedad limitada) power and authority to enter into and perform its obligations under this Supplement and that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity, (b) the representations and warranties set forth in the Agreement (after giving effect to this Supplement) are true and correct in all material respects on and as of the date hereof as such representations and warranties apply to the New Subsidiary (except to the extent that any such representations and warranties expressly relate to an earlier date) with the same force and effect as if made on the date hereof and (c) as of the date hereof, the New Subsidiary is “located” (as such term is used in Article 9-307 of the UCC) in Spain.
Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or by email shall be as effective as delivery of a manually signed counterpart of this Supplement.
Section 4. The New Subsidiary hereby represents and warrants that set forth on Schedule I attached hereto is a copy of a fully completed Perfection Certificate executed by the New Subsidiary. The information contained in the Perfection Certificate delivered by the New Subsidiary is correct and complete in all material respects as of the date hereof. The information set forth in Schedule I is hereby added to the information set forth in the corresponding exhibits to the Agreement.
Section 5. Except as expressly supplemented hereby, the Agreement shall remain in full force and effect.
Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS.
Section 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 8. All communications and notices hereunder shall be in writing and given as provided in Section 8.1 of the Agreement.
Section 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement as required by Section 7.6(e) of the Agreement.
Section 10. Notwithstanding any other provision contained herein, the Agreement, the Liens created thereby and the rights, remedies, duties and obligations provided for therein and herein are subject in all respects to the provisions of each Intercreditor Agreement (if any) and, to the extent provided therein, the applicable ABL Security Documents (as defined in the applicable Intercreditor Agreement). In the event of any conflict or inconsistency between the provisions of the Agreement, this Supplement and any Intercreditor Agreement, the provisions of the applicable Intercreditor Agreement shall control.
Section 11. It is expressly understood and agreed that U.S. Bank National Association is entering into this Supplement solely in its capacity as Collateral Agent as appointed pursuant to the Indenture, and shall be entitled to all of the rights, privileges, immunities and protections under the Indenture as if such rights, privileges, immunities and protections were set forth herein.
Section 12. The parties agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to the
Collateral Agent hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe Sign (or such other digital signature provider as specified in writing to Collateral Agent by the authorized representative), in English. The New Subsidiary agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Collateral Agent, including without limitation the risk of the Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 13. Notwithstanding anything to the contrary herein, in any Indenture Document or any ABL Document (as such term is defined in each Intercreditor Agreement (if any)), the Grantors shall not be required to act or refrain from acting (a) pursuant to any Indenture Document solely with respect to any Intercreditor Collateral in any manner that would cause a default under any ABL Document, or (b) pursuant to any ABL Document solely with respect to any Noteholder First Lien Collateral in any manner that would cause a default under any Indenture Document. For avoidance of doubt and for the purposes of this paragraph only, the terms Indenture Document and ABL Document do not include any Intercreditor Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Agreement as of the day and year first above written.
| QUOTIENT IBERIA, S.L. | ||||
| By: | /s/ Paul Stuart | |||
| Name: | Paul Stuart | |||
| Title: | Director | |||
| Legal Name: Quotient Iberia, S.L. | ||||
| Jurisdiction of Formation: Spain | ||||
| Location of Chief Executive Office: | ||||
| Travessera de Gràcia, 11, 08021 | ||||
| Barcelona, Spain | ||||
| U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent | ||||
| By: | /s/ Alison D.B. Nadeau | |||
| Name: | Alison D.B. Nadeau | |||
| Title: | Vice President | |||
Schedule I
to the Supplement No. 1 to the
Collateral Agreement
PERFECTION CERTIFICATE
PERFECTION CERTIFICATE
The undersigned, the sole director of Quotient Iberia, S.L., a limited liability company (“Sociedad de Responsabilidad Limitada”) formed under the law of Spain (the “Company”), hereby certifies as of March 5, 2021, with reference to Supplement No. 1, dated as of March 5, 2021, to the Collateral Agreement, dated as of October 14, 2016, by and among Quotient Limited, the Subsidiary Parties (as defined therein) from time to time party thereto, and U.S. Bank National Association, in its capacity as trustee and in its capacity as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined therein), to the Collateral Agent as follows:
1. Name. The exact legal name of the Company as that name appears on its charter, certificate of incorporation, articles of association or similar document is as follows: Quotient Iberia, S.L. (formerly Feltondale, S.L.),
2. Addresses and Other Identifying Factors.
(a) The following is the current registered address of the Company: Travessera de Gràcia, 11, 08021 Barcelona, Spain.
(b) The following is the mailing address of the Company (if different from its registered address):
(c) The following is each current place of business for the Company (if different from its registered address or mailing address) and, if more than one place of business, its chief executive office:
| Address |
Chief Executive Office | |
| ☐ |
(d) The following is the type of organization of the Company: limited liability company (“Sociedad de Responsabilidad Limitada”).
(e) The following is the sole jurisdiction of the Company’s incorporation, formation or organization, as applicable: Spain
(f) The following is the Company’s government-issued organizational identification number as set forth below opposite its name (state “None” if the state does not issue such a number): N0394605J
3. Other Names, Etc.
(a) The following is a list of all other names (including fictitious names, d/b/a’s, trade names or similar appellations and names on tax returns) used by the Company, or any other business or organization to which the Company became the successor by merger; consolidation; acquisition; change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years:
| Other Name |
Comments | |
| (e.g. fictitious name of Company; change in form of Company) |
(b) Attached hereto as Schedule 3 is the information required in items 1 and 2 for any other business or organization listed in Section 3(a) to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years.
4. Other Current Locations.
(a) The following are all other locations where the Company maintains any books or records relating to any of the Company’s accounts, instruments, chattel paper, general intangibles or mobile goods:
| Address |
Description of Property | |
(b) The following are all other locations where any of the Company’s inventory or equipment is located or stored (other than inventory and equipment in transit):
| Address |
Description of Inventory/Equipment | |
(c) The following are the names and addresses of all persons or entities other than the Company, such as bailees, lessees, consignees, warehousemen, purchasers of chattel paper, or other third parties which have possession or are intended to have possession of any of the Company’s instruments, chattel paper, inventory or equipment (other than inventory and equipment in transit):
| Name |
Address |
Description of Property | ||
5. Prior Locations.
(a) Set forth below is the information required by items 2(c) and 4(a) with respect to each place of business location previously maintained by the Company at any time during the past five years:
| Address |
Description of Property, Inventory or Equipment | |
(b) Set forth below is the information required by items 4(b) and 4(c) with respect to each other location at which, or other person or entity with which, any of the Company’s inventory or equipment has been previously held at any time during the past twelve months:
| Name |
Address |
Description of Property | ||
6. Intellectual Property. Attached hereto as Schedule 6 is a complete list of all United States and foreign patents, copyrights (including software), trademarks, trade names and service marks registered, or for which applications are pending, in the name of the Company. (Please identify the jurisdiction of registration or application and indicate whether registered or application pending.)
7. Drug Applications. Attached hereto as Schedule 7 is a complete list of each active or pending drug application and each such abbreviated drug application or similar filing, registration, notice (or the like) to manufacture, use, store, import, export, transport, market, promote, sell or place on the market any pharmaceutical product as to which the Company is the applicant, filer, owner or holder, in any and all jurisdictions. (Please also indicate the jurisdiction.)
8. Securities, Instruments and Other Investment Property. Attached hereto as Schedule 8 is a complete list of all stocks, bonds, debentures, notes, instruments and other securities and investment property owned by the Company. (Please provide name of issuer, jurisdiction of organization of issuer, a description of security or investment property, and value; for any securities of a subsidiary or affiliate, please also indicate the relationship with—and the percentage ownership of—such entity.)
9. Other Titled Collateral. The following is a complete list of all other inventory, equipment and other goods of the Company which are subject to any certificate of title or other registration statute of any jurisdiction (provide description of covered goods and indicate registration system and jurisdiction) other than vehicles:
| Goods |
Registration System |
Jurisdiction | ||
10. Bank Accounts. The following is a complete list of all accounts (including deposit, securities and commodity accounts) maintained by the Company (provide name and address of institution, type of account and account number):
| Name of Institution |
Address |
Type of Account |
Account Number | |||
| Santander, S.A. | Standard account | ES9700494700382017353137 |
11. Unusual Transactions.
(a) Except for those purchases, acquisitions and other transactions described on Schedule 3 or on Schedule 11 attached hereto, all of the Company’s assets and property have been acquired in the ordinary course of the Company’s business and, as to material goods owned by the Company, consists of goods which have been acquired by the Company in the ordinary course from a person in the business of selling goods of that kind. (Please provide on such Schedule the names and addresses of all entities from whom such assets, property or material goods were purchased, the date of such acquisition and the type of property acquired.)
12. Commercial Tort Claims. Attached hereto as Schedule 12 is a brief written description of each and every commercial tort claim in excess of $250,000 which the Company holds. (Please describe with particularity.)
13. Real Estate Collateral. Attached hereto as Schedule 13 are all the locations where the Company owns or leases any real property (including any fixtures) and an indication of whether such real property is owned or leased by the Company.
14. Licenses and Permits. Attached hereto as Schedule 14 are all licenses, permits (including environmental), authorizations or certifications (and the like) issued by any federal, state, local or foreign government to the Company or with respect to its assets, properties or business, and the name of the issuing government. (If issued by a particular governmental agency, please include the name of such agency.)
15. Material Contracts. Attached hereto as Schedule 15 are all Material Contracts to which the Company is a party (including any equipment leases) or in which the Company has an interest, including whether such contract has a non-assignability provision which would require the other party’s or another party’s consent to the granting of a security interest in such contract. For purposes hereof, “Material Contract” means a contract or other agreement to which the Company is a party, by which the Company is bound or to which any of the property or assets of the Company is subject that is material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate as of the date first written above.
| By: |
| |||
| Name: | Paul Stuart | |||
| Title: |
Sole Director | |||
SCHEDULE 3
Business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise
SCHEDULE 6
Patents, Trademarks and Other Intellectual Property
SCHEDULE 7
Drug Applications
SCHEDULE 8
Securities, Instruments and Other Investment Property
Additional Information on Securities of Subsidiaries and Affiliates
SCHEDULE 11
Unusual Transactions
SCHEDULE 12
Commercial Tort Claims
SCHEDULE 13
Locations of Real Property
SCHEDULE 14
Licenses, Permits, Authorizations, Certifications
SCHEDULE 15
Material Contracts
Exhibit 99.1
QUOTIENT LIMITED
12% Senior Secured Notes due 2024
CUSIP: 74911TAA7, 74911TAC3 and 74911TAE9
Notice of Supplemental Indenture
The following notice is hereby given by Quotient Limited (the “Company”) to the holders of its 12% Senior Secured Notes due 2024 (“Notes”) issued pursuant to the Indenture (the “Original Indenture”), dated as of October 14, 2016, among the Company, the guarantors party thereto (the “Existing Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), as amended by the First Supplemental Indenture, dated as of December 4, 2018, by and among the Company, the Existing Guarantors, the Trustee and the Collateral Agent (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Indenture. Copies of the Original Indenture and the First Supplemental Indenture were included as Exhibits to the Company’s Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2016 and December 5, 2018, respectively, and are available on the SEC’s website at http://www.sec.gov.
Pursuant to Section 9.01 of the Indenture, the Company hereby notifies the holders of the Notes of the execution of the Second Supplemental Indenture, pursuant to Section 9.01(v) of the Indenture, dated March 5, 2021, among the Company, Quotient Iberia, S.L. (the “New Guarantor”), the Existing Guarantors, the Trustee and the Collateral Agent, pursuant to which the New Guarantor, jointly and severally, with each Existing Guarantor, irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder and to the Trustee and its successors and assigns the Guaranteed Obligations, on the terms and subject to the conditions set forth in Article 10 of the Indenture, and agrees to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. A copy of the Second Supplemental Indenture is attached as Annex A hereto.
Annex A
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 5, 2021, is among Quotient Iberia, S.L. (the “New Guarantor”), a limited liability company (“Sociedad de Responsabilidad Limitada”) formed under the laws of Spain and a new indirect subsidiary of Quotient Limited (the “Issuer”), the Issuer, the existing guarantors (the “Existing Guarantors”) under the Indenture referred to below, and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under such Indenture.
W I T N E S S E T H :
WHEREAS, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture (the “Original Indenture”), dated as of October 14, 2016, providing for the issuance of the Issuer’s 12% Senior Secured Notes (the “Securities”);
WHEREAS, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered a first supplemental indenture (the “First Supplemental Indenture” and, the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the “Indenture”), dated as of December 4, 2018, providing for certain amendments to the Original Indenture and the Securities and a waiver in respect of certain obligations of the Issuer and its Restricted Subsidiaries under the Indenture;
WHEREAS, Section 4.10 of the Original Indenture provides that under certain circumstances the Issuer is required to cause future Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which the future Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Securities and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein and in the Indenture; and
WHEREAS, pursuant to Section 9.01(v) of the Original Indenture, the Trustee, the Collateral Agent, the New Guarantor, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture without notice to or consent of any Holder.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the recitals hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor hereby, jointly and severally, with each Existing Guarantor, irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder and to the Trustee and its successors and assigns the Guaranteed Obligations, on the terms and subject to the conditions set forth in Article 10 of the Original Indenture, and agrees to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 12.01 of the Original Indenture.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to the Trustee or the Collateral Agent hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe Sign (or such other digital signature provider as specified in writing to the Trustee or the Collateral Agent by the authorized representative), in English. The Issuer, Existing Guarantors, and the New Guarantor each agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee or the Collateral Agent, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.
8. Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction thereof.
9. No Recourse Against Others. No director, officer, employee, manager, member, partner, incorporator or holder of any Equity Interests in the Issuer or in any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or its creation.
10. Electronic Means. The parties agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.
11. Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Securities any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Securities.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| QUOTIENT IBERIA, S.L. | ||||
| By: | /s/ Paul Stuart | |||
| Name: | Paul Stuart | |||
| Title: | Director | |||
| QUOTIENT LIMITED | ||||
| By: | /s/ Peter Buhler | |||
| Name: | Peter Buhler | |||
| Title: | Chief Financial Officer | |||
| EXISTING GUARANTORS: | ||||
| QBD (QS IP) LIMITED, as Guarantor | ||||
| By: | /s/ Ernest Larnach | |||
| Name: | Ernest Larnach | |||
| Title: | Director | |||
| QUOTIENT BIODIAGNOSTICS, INC., as Guarantor | ||
| By: | /s/ Brian Williamson | |
| Name: | Brian Williamson | |
| Title: | Director | |
| ALBA BIOSCIENCE LIMITED, as Guarantor | ||
| By: | /s/ Ernest Larnach | |
| Name: | Ernest Larnach | |
| Title: | Director | |
| QUOTIENT SUISSE SA, as Guarantor | ||
| By: | /s/ Ernest Larnach | |
| Name: | Ernest Larnach | |
| Title: | Director | |
| QUOTIENT BIOCAMPUS LIMITED, as Guarantor | ||
| By: | /s/ Ernest Larnach | |
| Name: | Ernest Larnach | |
| Title: | Director | |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||
| By: | /s/ Alison D.B. Nadeau | |||
| Name: | Alison D.B. Nadeau | |||
| Title: | Vice President | |||
| U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent | ||||
| By: | /s/ Alison D.B. Nadeau | |||
| Name: | Alison D.B. Nadeau | |||
| Title: | Vice President | |||
Document and Entity Information |
Mar. 05, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Quotient Ltd |
| Entity Tax Identification Number | 00-0000000 |
| Amendment Flag | false |
| Entity Central Index Key | 0001596946 |
| Document Type | 8-K |
| Document Period End Date | Mar. 05, 2021 |
| Entity Incorporation State Country Code | Y9 |
| Entity File Number | 001-36415 |
| Entity Address, Address Line One | B1 |
| Entity Address, Address Line Two | Business Park Terre Bonne |
| Entity Address, Address Line Three | Route de Crassier 13 |
| Entity Address, City or Town | 1262 Eysins |
| Entity Address, Postal Zip Code | 1262 |
| Entity Address, Country | CH |
| City Area Code | 011-41 |
| Local Phone Number | 22-716-9800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Ordinary Shares, nil par value |
| Trading Symbol | QTNT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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