Convertible Notes and Term Loan | 8. Convertible Notes and Term Loan Convertible Notes On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 8.2% Convertible Senior Notes (the “Convertible Notes”). The Convertible Notes constitute general, senior unsubordinated obligations of the Company and are guaranteed by certain subsidiaries of the Company. The Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, which commenced on March 31, 2016, and mature on March 31, 2022, unless earlier converted, redeemed or repurchased. The Convertible Notes also bear a premium of 9% of their principal amount, which is payable when the Convertible Notes mature or are repurchased or redeemed by the Company. The Convertible Notes were issued to Healthcare Royalty Partners III, L.P., for $75.0 million in aggregate principal amount, and to three related party investors, KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, for $20.0 million, $4.0 million, and $1.0 million, respectively, in aggregate principal amount. The Convertible Notes are convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding March 31, 2022 at the initial conversion rate of 44.7387 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $22.35 per share, and is subject to adjustment in certain events. Upon conversion of the Convertible Notes by a holder, the holder will receive shares of the Company’s common stock together, if applicable, with cash in lieu of any fractional share. The Convertible Notes are redeemable in whole, and not in part, at the Company’s option on or after March 31, 2020, if the last reported sale price per share of common stock exceeds 160% of the conversion price on 20 or more trading days during the 30 consecutive trading days preceding the date on which the Company sends notice of such redemption to the holders of the Convertible Notes. At maturity or redemption, if not earlier converted, the Company will pay 109% of the principal amount of the Convertible Notes maturing or being redeemed, together with accrued and unpaid interest, in cash. The Convertible Notes contain customary negative covenants and events of default (as defined in the Note Purchase Agreement (as defined below)), the occurrence of which could result in the acceleration of all amounts due under the Convertible Note. As of March 31, 2020, the Company was in full compliance with these covenants and there were no events of default under the Convertible Notes. The Convertible Notes are accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options The following table summarizes information about the components of the Convertible Notes (in thousands): March 31, December 31, 2020 2019 Principal amount of the Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (2,884) (3,208) Convertible Notes $ 78,866 $ 78,542 Principal amount of the Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (961) (1,069) Convertible Notes - related parties $ 26,289 $ 26,181 Total Convertible Notes $ 105,155 $ 104,723 If the Convertible Notes were to be converted on March 31, 2020, the holders of the Convertible Notes would receive common shares with an aggregate value of $72.6 million based on the Company’s closing stock price of $16.22. The following table presents the components of interest expense (in thousands): Three Months Ended March 31, 2020 2019 Stated coupon interest $ 1,538 $ 1,538 Accretion of debt discount and debt issuance costs 324 295 Interest expense $ 1,862 $ 1,833 Stated coupon interest - related parties $ 512 $ 512 Accretion of debt discount and debt issuance costs - related parties 108 98 Interest expense - related parties $ 620 $ 610 Total interest expense $ 2,482 $ 2,443 The remaining unamortized debt discount and debt offering costs related to the Company’s Convertible Notes of approximately $3.8 million as of March 31, 2020, will be amortized using the effective interest rate over the remaining term of the Convertible Notes of 2.0 years. The annual effective interest rate is 9.48% for the Convertible Notes. Future payments on the Convertible Notes as of March 31, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 6,150 2021 8,200 2022 111,050 Total minimum payments 125,400 Less amount representing interest (16,400) Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on Convertible Notes (3,845) Net carrying amount of Convertible Notes $ 105,155 Term Loan On January 7, 2019 (“the “Term Loan Closing Date”), the Company entered into a credit agreement (the “Term Loan”) with affiliates of Healthcare Royalty Partners (together, the “Lender”). The Term Loan consists of a six-year term loan facility for an aggregate principal amount of $75.0 million (the “Borrowings”). The obligations of the Company under the loan documents are guaranteed by the Company’s material domestic U.S. subsidiaries. The Borrowings under the Term Loan bear interest through maturity at 7.00% per annum plus three month LIBOR. Pursuant to the terms of the Term Loan, the interest rate was reduced to 6.75% per annum plus LIBOR as of January 1, 2020 as the consolidated net sales for UDENYCA ® The Company is required to pay principal on the Borrowings in equal quarterly installments beginning on the four year anniversary of the Term Loan Closing Date (or, if consolidated net sales of UDENYCA ® The Company is also required to make mandatory prepayments of the Borrowings under the Term Loan, subject to specified exceptions, with the proceeds of asset sales, extraordinary receipts, debt issuances and specified other events including the occurrence of a change in control. If all or any of the Borrowings are prepaid or required to be prepaid under the Term Loan, then the Company shall pay, in addition to such prepayment, a prepayment premium equal to (i) with respect to any prepayment paid or required to be paid on or prior to the three year anniversary of the Credit Agreement Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, plus all required interest payments that would have been due on the Borrowings prepaid or required to be prepaid through and including the three year anniversary of the Term Loan Closing Date, (ii) with respect to any prepayment paid or required to be paid after the three year anniversary of the Term Loan Closing Date but on or prior to the four year anniversary of the Term Loan Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid after the four year anniversary of the Term Loan Closing Date but on or prior to the five year anniversary of the Term Loan Closing Date, 2.50% of the Borrowings prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the Borrowings prepaid or required to be prepaid. In connection with the Term Loan, the Company paid a fee to the Lender of approximately $1.1 million at closing in the form of an original issue discount. Upon the prepayment or maturity of the Borrowings (or upon the date such prepayment or repayment is required to be paid), it is required to pay an additional exit fee in an amount equal to 4.00% of the total principal amount of the Borrowings. The obligations under the Term Loan are secured by a lien on substantially all of the Company’s and its Guarantors’ tangible and intangible property, including intellectual property. The Term Loan contains certain affirmative covenants, negative covenants and events of default, including, covenants and restrictions that among other things, restrict the ability of the Company and its subsidiaries to, incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, in asset sales, and declare dividends or redeem or repurchase capital stock. Additionally, the consolidated net sales for UDENYCA ® The following table summarizes information about the components of the Term Loan (in thousands): March 31, December 31, 2020 2019 Principal amount of the Term Loan $ 75,000 $ 75,000 Unamortized debt discount and debt issuance costs (1,142) (1,337) Term Loan $ 73,858 $ 73,663 The following table presents the components of interest expense (in thousands): Three Months Ended March 31, 2020 2019 Stated coupon interest $ 1,754 $ 1,620 Accretion of debt discount and debt issuance costs 195 152 Interest expense $ 1,949 $ 1,772 The remaining unamortized debt discount and debt offering costs related to the Term Loan of approximately $4.1 million as of March 31, 2020, will be amortized using the effective rate over the remaining term of the Term Loan of 4.75 years. Future payments on the Term Loan as of March 31, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 5,299 2021 7,034 2022 7,034 2023 39,187 2024 36,072 2025 11,349 Total minimum payments 105,975 Less amount representing interest (27,975) Term Loan, gross 78,000 Less debt discount and debt issuance costs on Term Loan (4,142) Net carrying amount of Term Loan $ 73,858 |