Convertible Notes and Term Loan | 7. Convertible Notes and Term Loan 1.5% Convertible Senior Subordinated Notes due 2026 In April 2020, the Company issued and sold $230.0 million aggregate principal amount of its 1.5% convertible senior subordinated notes due 2026 (the “2026 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the offering were $222.2 million after deducting initial purchasers’ fees and offering expenses. The 2026 Convertible Notes are general unsecured obligations and will be subordinated to the Company’s designated senior indebtedness (as defined in the indenture for the 2026 Convertible Notes) and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2026 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 51.9224 shares of common stock per $1,000 principal amount of the 2026 Convertible Notes, which represents an initial conversion price of approximately $19.26 per share of common stock. The initial conversion price represents a premium of approximately 30.0% over the last reported sale of $14.815 per share of the Company’s common stock on the Nasdaq Global Market on April 14, 2020. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. If a “make-whole fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, the Company will, in certain circumstances, increase the conversion rate for a specified period of time for noteholders who convert their 2026 Convertible Notes in connection with that make-whole fundamental change. The 2026 Convertible Notes are not redeemable at the Company’s election before maturity. If a “fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their 2026 Convertible Notes for cash. The repurchase price will be equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2026 Convertible Notes will have customary provision relating to the occurrence of “events of default” (as defined in the Indenture for the 2026 Convertible Notes). The occurrence of such events of default could result in the acceleration of all amounts due under the 2026 Convertible Notes. As of September 30, 2020, the Company was in full compliance with these covenants and there were no events of default under the 2026 Convertible Notes. The 2026 Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options Contracts in Entity’s Own Equity Capped Call Transactions In connection with the pricing of the 2026 Convertible Notes, the Company also paid $18.2 million to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions are generally expected to reduce the potential dilution upon conversion of the 2026 Convertible Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the 2026 Convertible Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the 2026 Convertible Notes. The cap price of the capped call transactions will initially be $25.9263 per share, which represents a premium of approximately 75.0% over the last reported sale price of the Company’s common stock of $14.815 per share on April 14, 2020, and is subject to certain adjustments under the terms of the capped call transactions. The Company evaluated the capped call transactions under ASC 815-10 and determined that it should be accounted as a separate transaction from the 2026 Convertible Notes and that the capped calls should be classified as equity instruments. Therefore, the capped call premium paid in the amount of $ 18.2 million was recorded as a reduction to additional paid-in capital. The Company incurred $0.9 million of debt issuance costs relating to the issuance of the 2026 Convertible Notes, which were recorded as a reduction to the notes on the condensed consolidated balance sheet. The debt issuance costs is being amortized and recognized as additional interest expense over the six-year contractual term of the notes using the effective interest rate method. The following table summarizes information about the components of the 2026 Convertible Notes (in thousands): September 30, 2020 Principal amount of the 2026 Convertible Notes $ 230,000 Unamortized debt discount and debt issuance costs (7,282) Total 2026 Convertible Notes $ 222,718 If the 2026 Convertible Notes were to be converted on September 30, 2020, the holders of the 2026 Convertible Notes would receive common shares with an aggregate value of $219 million based on the Company’s closing stock price of $18.34 as of September 30, 2020. The following table presents the components of interest expense related to 2026 Convertible Notes (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2020 Stated coupon interest $ 863 $ 1,572 Accretion of debt discount and debt issuance costs 309 562 Total interest expense $ 1,172 $ 2,134 The remaining unamortized debt discount and debt offering costs related to the Company’s 2026 Convertible Notes of approximately $7.3 million as of September 30, 2020, will be amortized using the effective interest rate over the remaining term of the 2026 Convertible Notes of 5.5 years. The annual effective interest rate is 2.11% for the 2026 Convertible Notes. Future payments on the 2026 Convertible Notes as of September 30, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 1,706 2021 3,450 2022 3,450 2023 3,450 2024 3,450 2025 and beyond 235,175 Total minimum payments 250,681 Less amount representing interest (20,681) 2026 Convertible Notes, principal amount 230,000 Less debt discount and debt issuance costs on 2026 Convertible Notes (7,282) Net carrying amount of 2026 Convertible Notes $ 222,718 8.2% Convertible Notes due 2022 On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 8.2% Convertible Senior Notes (the “2022 Convertible Notes”). The 2022 Convertible Notes constitute general, senior unsubordinated obligations of the Company and are guaranteed by certain subsidiaries of the Company. The 2022 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 2022 Convertible Notes also bear a premium of 9% of their principal amount, which is payable when the 2022 Convertible Notes mature or are repurchased or redeemed by the Company. The 2022 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 2022 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 2022 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 2022 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 2022 Convertible Notes are redeemable in whole, and not in part, at the Company’s option with effect from 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 2022 Convertible Notes. At maturity or redemption, if not earlier converted, the Company will pay 109% of the principal amount of the 2022 Convertible Notes maturing or being redeemed, together with accrued and unpaid interest, in cash. The 2022 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 2022 Convertible Note. As of September 30, 2020, the Company was in full compliance with these covenants and there were no events of default under the 2022 Convertible Notes. The 2022 Convertible Notes are accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options On April 13, 2020, the Company entered into an amendment (the “Second Amendment”) to the 2022 Convertible Note Purchase Agreement, dated as of February 29, 2016 (the “Note Purchase Agreement”), which amended the definition of Restricted Payment to exclude any payment (including a premium) to a counterparty under a Permitted Bond Hedge Transaction (as defined in the Note Purchase Agreement). The Second Amendment also added to the Note Purchase Agreement a definition of Permitted Bond Hedge Transaction, with such definition including any capped call option (or substantively equivalent derivative transaction) relating to the Company’s common stock purchased by it in connection with any issuance of indebtedness or convertible indebtedness. The following table summarizes information about the components of the 2022 Convertible Notes (in thousands): September 30, December 31, 2020 2019 Principal amount of the 2022 Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (2,213) (3,208) 2022 Convertible Notes $ 79,537 $ 78,542 Principal amount of the 2022 Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (738) (1,069) 2022 Convertible Notes - related parties $ 26,512 $ 26,181 Total 2022 Convertible Notes $ 106,049 $ 104,723 If the 2022 Convertible Notes were to be converted on September 30, 2020, the holders of the 2022 Convertible Notes would receive common shares with an aggregate value of $82.1 million based on the Company’s closing stock price of $18.34. The following table presents the components of interest expense (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stated coupon interest $ 1,538 $ 1,538 $ 4,614 $ 4,613 Accretion of debt discount and debt issuance costs 340 309 996 906 Interest expense $ 1,878 $ 1,847 $ 5,610 $ 5,519 Stated coupon interest - related parties $ 512 $ 512 $ 1,536 $ 1,537 Accretion of debt discount and debt issuance costs - related parties 113 103 331 302 Interest expense - related parties $ 625 $ 615 $ 1,867 $ 1,839 Total interest expense $ 2,503 $ 2,462 $ 7,477 $ 7,358 The remaining unamortized debt discount and debt offering costs related to the Company’s 2022 Convertible Notes of approximately $3.0 million as of September 30, 2020, will be amortized using the effective interest rate over the remaining term of the 2022 Convertible Notes of 1.5 years. The annual effective interest rate is 9.48% for the 2022 Convertible Notes. Future payments on the 2022 Convertible Notes as of September 30, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 2,050 2021 8,200 2022 111,050 Total minimum payments 121,300 Less amount representing interest (12,300) 2022 Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on 2022 Convertible Notes (2,951) Net carrying amount of 2022 Convertible Notes $ 106,049 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 ® On April 13, 2020, the Company entered into an amendment to the Term Loan, which amended the Term Loan’s indebtedness covenant such that the Company could incur Convertible Bond Indebtedness (as defined in the credit agreement governing the Term Loan) in an amount not to exceed the greater of $230.0 million or 20% of the Company’s market capitalization. The following table summarizes information about the components of the Term Loan (in thousands): September 30, December 31, 2020 2019 Principal amount of the Term Loan $ 75,000 $ 75,000 Unamortized debt discount and debt issuance costs (733) (1,337) Term Loan $ 74,267 $ 73,663 The following table presents the components of interest expense (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stated coupon interest $ 1,773 $ 1,821 $ 5,280 $ 5,242 Accretion of debt discount and debt issuance costs 208 186 604 518 Interest expense $ 1,981 $ 2,007 $ 5,884 $ 5,760 The remaining unamortized debt discount and debt offering costs related to the Term Loan of approximately $0.7 million as of September 30, 2020, will be amortized using the effective rate over the remaining term of the Term Loan of 4.25 years. Future payments on the Term Loan as of September 30, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 1,773 2021 7,034 2022 7,034 2023 39,187 2024 36,072 2025 11,348 Total minimum payments 102,448 Less amount representing interest (24,448) Term Loan, gross 78,000 Less debt discount and debt issuance costs on Term Loan (3,733) Net carrying amount of Term Loan $ 74,267 |