On November 10, 2023, Abacus Life, Inc. (the “Company”) completed a registered offering of $35,650,000 aggregate principal amount of its 9.875% Fixed Rate Senior Notes due 2028 (the “Notes”), which includes the issuance of $4,650,000 aggregate principal amount of Notes as a result of the Underwriters’ (as defined below) exercise in full of their over-allotment option. The offering was consummated pursuant to the terms of an underwriting agreement, dated as of November 2, 2023 (the “Underwriting Agreement”) with Piper Sandler & Co., as representative of the several underwriters named in Exhibit A thereto (the “Underwriters”). The Company received $34,550,543 in proceeds, before expenses, from the sale of the Notes. The Company used the net proceeds to pay, and retire the entire outstanding balance of $26.5 million in indebtedness under the Owl Rock Credit Facility, dated as of July 5, 2023, by and among the Company and the lenders signatory thereto. The remainder of the net proceeds may be used to refinance other outstanding indebtedness and for general corporate purposes.
The Notes were offered and sold pursuant to the Company’s registration statement on Form S-1 (Registration No. 333-274553) filed with the Securities and Exchange Commission (the “SEC”) and declared effective on November 2, 2023, and a final prospectus thereto filed with the SEC on November 6, 2023. The Notes will bear interest at the rate of 9.875% per annum, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2024, and ending on November 15, 2028 (the maturity date). The Company may redeem the Notes in whole or in part on or after February 15, 2027.
The terms of the Notes are governed by a senior debt securities indenture, dated as of November 10, 2023 (the “Base Indenture”), as supplemented by a first supplemental indenture, dated as of November 10, 2023 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Base Indenture and the First Supplemental Indenture, which includes the form of the Notes, are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
The Notes are expected to trade on the Nasdaq Global Market under the symbol “ABLLL” within 30 days of the original issue date.
The description of the Notes contained in this Form 8-K is qualified in its entirety by reference to the foregoing.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 4.1 | | Base Indenture, dated as of November 10, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee. |
| |
| 4.2 | | First Supplemental Indenture, dated as of November 10, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee. |
| |
| 4.3 | | Form of 9.875% Fixed Rate Senior Notes due 2028 (included in Exhibit 4.2) |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
