Liability Related to Sale of Future Royalties | 6. Liability Related to Sale of Future Royalties On June 24, 2020, the Company closed on the Development and Commercialization Funding Agreement with an affiliate of Blackstone Life Sciences, LLC (BXLS), which provided funding for the development and commercialization of bardoxolone for the treatment of CKD caused by Alport syndrome, autosomal dominant polycystic kidney disease (ADPKD), and certain other rare CKD indications in return for future royalties (the Development Agreement). The Development Agreement included a $ 300.0 million payment by an affiliate of BXLS in return for various percentage royalty payments on worldwide net sales of bardoxolone, once approved in the United States or certain specified European countries, by Reata and its licensees, other than Kyowa Kirin. The royalty percentage was initially to be in the mid-single digits and, in future years, could have varied between higher-mid single digit percentages to low-single digit percentages depending on various milestones, including indication approval dates, cumulative royalty payments, and cumulative net sales. Pursuant to the Development Agreement, we had granted BXLS a security interest in substantially all of our assets. After a bardoxolone product approval would have been obtained by the Company, the Company would have been obligated to make certain minimum cumulative payment amounts in 2025 through 2033, but only until BXLS had achieved a certain internal rate of return target. In addition, concurrent with the Development Agreement, the Company had entered into a common stock purchase agreement (the Purchase Agreement) with affiliates of BXLS to sell an aggregate of 340,793 shares of the Company’s Class A common stock, par value $ 0.001 per share (the Class A common stock), at $ 146.72 per share for a total of $ 50.0 million. The Company had concluded that there were two units of accounting for the consideration received, comprised of the liability related to the sale of future royalties and the common shares. The Company historically had allocated the $ 300.0 million from the Development Agreement and $ 50.0 million from the Purchase Agreement between the two units of accounting on a relative fair value basis at the time of the transaction. The Company allocated $ 294.5 million, which included $ 0.8 million in transaction costs incurred, in transaction consideration to the liability, and $ 55.5 million to the common shares. The Company determined the fair value of the common shares based on the closing stock price on June 24, 2020, the closing date of the Development Agreement. At inception, the effective interest rate under the Development Agreement, including transaction costs, was approximately 13.8 %. During the first quarter of 2022, the Company reassessed the expected royalty payments and lowered our previous estimate of future sales for which royalties will be paid. Accordingly, we had prospectively adjusted and recognized lower non-cash interest expense using a 10.9 % effective interest rate, as of March 31, 2023. On May 4, 2023, with the Company's discontinuation of bardoxolone development, the Company entered into an Amended and Restated Development and Commercialization Funding Agreement (the Amended Funding Agreement) with BXLS. The Amended Funding Agreement provides that all covenants in the Development and Commercialization Funding Agreement regarding commercialization of bardoxolone, restricting the incurrence of indebtedness, and restricting license and licensing transactions are removed and all prior security interests granted to BXLS are released. In addition, the Amended Funding Agreement provides for a low, single digit royalty payment to BXLS on net sales of omaveloxolone for FA. Pursuant to the Amended Funding Agreement, to secure our payment obligations to BXLS, (i) we have granted BXLS a security interest in a segregated deposit account and (ii), subject to certain limitations as set forth in the Amended Funding Agreement, have agreed to maintain in such account an initial balance and thereafter an amount equal to the aggregate amount of omaveloxolone royalty payments made for the immediately preceding two calendar quarter period. The Amended Funding Agreement also provides that, with respect to any change of control of the Company prior to January 1, 2028, we will pay to BXLS a change of control payment in an amount equal to (x) if the date of such change of control is prior to June 10, 2023, $ 375 million or (y) if the date of such change of control is on or after June 10, 2023, $ 300.0 million, or, in each case, potentially a lesser amount based on the sum of certain payments to BXLS, including the Omav Licensing Payments (as defined below), prior to the change of control. The Amended Funding Agreement also provides that, in the event that prior to the earlier of a change of control of the Company or January 1, 2028, we or one of our affiliates enters into certain material transactions with respect to commercialization of our omaveloxolone product in France, Germany, Italy, Spain, the United Kingdom or the United States (collectively, Omav Licensing Transactions), then, with respect to any payment received in connection with an Omav Licensing Transaction, we shall pay to BXLS an amount equal to a certain percentage of each such payment (the Omav Licensing Payments) until such time as (i) BXLS has received $ 300 million, or potentially a lesser amount based on the sum of certain payments previously made to BXLS, or (ii) BXLS has received a change of control payment. In connection with the Amended Funding Agreement, the Company recognized a $ 289.3 million gain on extinguishment of the historical liability related to the sale of future royalties and the recognition of the expected royalty payments of the new liability related to the sale of future royalties as of May 4, 2023. We are using a 12.6 % effective interest rate as of May 4, 2023 through June 30, 2023. The following table shows the activity within the liability related to sale of future royalties for the six months ended June 30, 2023: Liability Related to Sale of Future Royalties (in thousands) Balance at December 31, 2022 $ 404,634 Plus: Non-cash interest expense recognized between December 31, 2022 and May 4, 2023 15,237 Balance at May 4, 2023 prior to the Amended Funding Agreement 419,871 Less: Unamortized transaction costs as of May 4, 2023 ( 699 ) Carrying value at May 4, 2023, prior to the Amended Funding Agreement $ 419,172 Less: Net Gain on extinguishment of liability related to the sale of future royalties ( 289,286 ) Fair value of new liability related to sale of future royalties $ 129,886 Plus: Non-cash interest expense recognized between May 4, 2023 and June 30, 2023 2,420 Carrying value at June 30, 2023 $ 132,306 Liability related to sale of future royalties, current $ 5,650 Liability related to sale of future royalties, non-current $ 126,656 |