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Long-Term Debt And Commitments
6 Months Ended
Jun. 30, 2018
LONG-TERM DEBT AND COMMITMENTS  
LONG-TERM DEBT AND COMMITMENTS

13. LONG-TERM DEBT AND COMMITMENTS

The Company’s indebtedness consists of the following (in thousands):

 

 

 

 

 

 

 

Balance as of

 

June 30, 

 

December 31, 

 

2018

 

2017

Senior secured notes due 2018

$

 —

 

$

6,187

Unamortized discount and debt issuance costs

 

 —

 

 

(7)

Senior secured notes due 2018, net

 

 —

 

 

6,180

 

 

 

 

 

 

Convertible senior notes due 2020

 

190,000

 

 

250,000

Unamortized discount and debt issuance costs

 

(838)

 

 

(20,497)

Convertible senior notes due 2020, net

 

189,162

 

 

229,503

 

 

 

 

 

 

Senior secured notes due 2024

 

110,000

 

 

 —

Unamortized premium and debt issuance costs, net

 

(3,664)

 

 

 —

Senior secured notes due 2024, net

 

106,336

 

 

 —

 

 

 

 

 

 

Total debt

 

295,498

 

 

235,683

Less current portion

 

 —

 

 

5,147

Total long-term debt

$

295,498

 

$

230,536

Senior Secured Notes Due 2024

In June 2018, the Company entered into an indenture, or the Indenture, with U.S. Bank National Association as trustee and collateral agent regarding the purchase agreement entered into with affiliates of Athyrium Capital Management (collectively, the “Purchasers”) for the issuance and sale of (i) $110,000,000 of 10.375% senior secured notes due 2024, or the Notes, (ii) up to an additional $10,000,000 of 10.375% senior secured notes due 2024 to be issued subsequently at the Company’s option within 12 months of the Notes issue date, subject to certain conditions, and (iii) a warrant for 3,300,000 shares issued concurrently with the issuance of the Notes. The Notes were issued at a purchase price equal to 99% of the principal amount. The Notes contain customary representations, warranties, covenants, conditions and indemnities. 

The Company used the net proceeds from the issuance of the Notes to pay (i) certain fees, costs and expenses relating to the issuance and sale of the Notes, (ii) to finance a portion of the PANCREAZE Asset Acquisition, (iii) to repurchase $60.0 million of the Company’s outstanding Convertible Notes due 2020 from the Purchasers or their affiliates for a purchase price of $51.0 million (plus accrued but unpaid interest to the repurchase date) and (iv) for general corporate purposes. The fair value of the warrant issued was estimated using the Black-Scholes option pricing model, using a term of 6.0 years, an estimated volatility of 62.7%, a risk-free interest rate of 2.83% and an expected dividend yield of 0%.  The Indenture has an effective interest rate of 11.3% and includes customary covenants and events of default, including covenants that, among other things, restrict the incurrence of future indebtedness, the granting of liens, the making of investments, distributions or dividends, and the Company’s ability to merge, consolidate or sell assets, in each case subject to certain exceptions.  In addition, the Indenture includes certain financial maintenance covenants related to minimum cash balances and minimum quarterly net revenues related to PANCREAZE.

Future estimated payments on all of the Company’s indebtedness as of June 30, 2018 are as follows (in thousands):

 

 

 

2018 (remainder)

$

10,710

2019

 

19,963

2020

 

206,163

2021

 

36,131

2022

 

41,299

Thereafter

 

55,400

 

$

369,666

 

Cardiovascular Outcomes Trial

As a condition of FDA granting approval to commercialize Qsymia in the U.S., the Company agreed to complete certain post-marketing requirements. One requirement was to perform a cardiovascular outcomes trial, or CVOT, on Qsymia. The cost of a CVOT is estimated to be between $180 million and $220 million incurred over a period of approximately five years. The Company is working with FDA to significantly reduce or remove the requirements of the CVOT. To date, the Company has not incurred expenses related to the CVOT.