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Long-Term Debt, Net of Discounts
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Long-Term Debt, Net of Discounts

5. Long-term Debt, Net of Discounts

In January 2019, we entered into a loan agreement with an affiliate of KKR for up to $170.0 million in three tranches, or the KKR Loans. Of the total loan amount, $40.0 million was funded upon closing of the transaction, with $85.0 million to be funded upon FDA approval of AR101, or the Regulatory Approval and satisfaction of other customary borrowing conditions, and $45.0 million to be made available at our option in 2020 upon the satisfaction of certain borrowing conditions. The KKR Loans have a maturity date being the earliest of (a) January 3, 2025, or if Regulatory Approval has not occurred on or before December 31, 2020, January 15,

2021 and (b) the date that is 91 days prior to the earliest current maturity date of any other loans we might have in excess of $15.0 million prior to the funding of the third tranche of the KKR Loans or $25.0 million following the funding of the third tranche of the KKR Loans. The KKR Loans bear interest through maturity, at our election with respect to (a) Alternate Base Rate, or ABR Loans, ABR plus 6.50% per annum and (b) London Interbank Offered Rate, or LIBOR Loans, 30-day LIBOR plus 7.50% per annum. We have the option to elect to make interest payments from available funds or make interest payments in kind by capitalizing such interest amounts on the applicable interest payment date by adding the amounts to the outstanding principal amount of the loan. Any capitalized amounts also bear interest. To date, we have selected to pay in kind and capitalized the interest for the six months ending June 30, 2019. We will begin paying accrued interest on outstanding KKR Loans on the last business day of each March, June, September and December thereafter while any KKR Loans are outstanding, as well as on the final maturity date of the KKR Loans, with each such date being referred to herein as an Interest Payment Date.

Principal payments on the KKR Loans are paid according to the following schedule: (i) on December 31, 2023, 50.0% of the outstanding principal amount of the loans as of such date, including any capitalized interest, (ii) on each Interest Payment Date thereafter, 12.5% of the outstanding principal amount of the KKR Loans as of December 31, 2023 and (iii) on January 3, 2025, or the Maturity Date, any remaining outstanding balance of the KKR Loans. We are also required to make mandatory prepayments of the KKR Loans under the Agreement, subject to specified exceptions, with the proceeds of asset sales, debt issuances, royalty transactions, collaboration transactions, and specified other events. In addition, upon the occurrence of a change of control, we must prepay, the outstanding amount of the KKR Loans.

The KKR Loans can be prepaid at our discretion, at any time, subject to prepayment fees. If all or any of the KKR Loans are prepaid or required to be prepaid, then we must pay, in addition to such prepayment, a prepayment premium (the “Prepayment Premium”) equal to (i) with respect to any such prepayment paid on or prior to January 3, 2021, the amount, if any, by which (a) the present value as of such date of determination of (x) 105.00% of the principal amount of the KKR Loans prepaid plus (y) all required interest payments that would have been due on the principal amount of the KKR Loans prepaid through and including January 3, 2021, computed using a discount rate equal to the treasury rate most nearly equal to the period from such date of prepayment to January 3, 2021 plus 50 basis points exceeds (b) the principal amount of the KKR Loans prepaid, (ii) with respect to any prepayment paid or required to be paid after January 3, 2021 but on or prior to January 3, 2022, 5.00% of the principal amount of the KKR Loans prepaid, (iii) with respect to any prepayment paid or required to be paid after January 3, 2022 but on or prior to January 3, 2023, 2.00% of the principal amount of the KKR Loans prepaid and (iv) with respect to any prepayment paid or required to be prepaid thereafter, 0.00% of the principal amount of the KKR Loans prepaid. If we receive Regulatory Approval and do not draw the $85 million, then we would have to pay on the earlier of (i) the date on which commitments have been terminated and no KKR Loans are outstanding and (ii) the Interest Payment Date falling in the first full fiscal quarter after receipt of Regulatory Approval, a premium in an amount equal to $3.4 million and the Prepayment Premium for such date on a principal amount equal to $85.0 million. The premium with respect to the Regulatory Approval described in the immediately preceding sentence is not due if we draw the additional (after the first $40.00 million on the closing date) $85.0 million of the KKR Loans. In addition, upon the occurrence of a change of control, we must prepay, the outstanding amount of the KKR Loans. Upon the prepayment or repayment of all or any of the KKR Loans, we must pay an additional (in addition to the Prepayment Premium) exit fee in an amount equal to 4.00% of the principal amount of the KKR Loans prepaid or repaid.

In connection with the KKR Loans, we paid direct fees of $3.9 million, including debt issuance costs. The fees are being amortized as interest expense over the term of the debt.  As of June 30, 2019 and December 31, 2018, $41.9 million and $0, respectively, was outstanding under the KKR Loans. As of June 30, 2019, the interest rate on the KKR Loans was 9.94%.

The following table represents our short-term and long-term debt obligations (in thousands):

          

June 30, 2019

 

Principal amount of long-term debt

$

41,961

 

Less: Current portion of long-term debt

 

-

 

Long-term debt, net of current portion

 

41,961

 

             Unamortized discount relating to deferred financing costs, net

 

(3,559

)

            Accrued exit fee payment

 

124

 

Long-term debt, net of discount and current portion

$

38,526

 

 

Future principal payments of our long-term debt as of June 30, 2019 are as follows:

 

Fiscal year ending December 31:

 

 

 

2019

$

-

 

2020

 

-

 

2021

 

-

 

2022

 

-

 

2023

 

20,981

 

Thereafter

 

20,980

 

Total

$

41,961