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| OMER > SEC Filings for OMER > Form 8-K on 2-Jan-2013 | All Recent SEC Filings |
2-Jan-2013
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
On December 28, 2012, Omeros Corporation ("Omeros") and Oxford Finance LLC, successor-in-interest to Oxford Finance Corporation, and Oxford Finance Funding Trust 2012-01 (collectively, "Oxford"), entered into the Sixth Amendment to Loan and Security Agreement (the "Amendment"), which amended the Loan and Security Agreement between Omeros and Oxford dated October 21, 2010, as amended (the "Loan Agreement"). Pursuant to the Amendment (1) Omeros borrowed an additional $7.2 million from Oxford (the "New Tranche") and (2) the repayment terms of Omeros' $12.8 million of existing outstanding indebtedness to Oxford due under the Loan Agreement (the "Existing Indebtedness") were amended to, among other things, provide for interest-only payments on both the Existing Indebtedness and the New Tranche through December 31, 2013 (as further described below). As a result of the New Tranche, the total principal amount of Omeros' outstanding indebtedness to Oxford is $20.0 million.
Interest on the $20.0 million accrues at an annual fixed rate of 9.25%, and Omeros is obligated to make monthly payments of only interest through December 31, 2013. Beginning January 1, 2014, payments of principal and interest are due for 36 consecutive months. All unpaid principal and accrued and unpaid interest are due and payable on December 1, 2016 (the "Maturity Date").
In connection with the Amendment, Omeros made one-time payments to Oxford of
(1) $50,000 as a facility fee and (2) $588,000 for the accrued portion of the
$900,000 final payment (or "balloon payment") due under the Loan Agreement for
the Existing Indebtedness with no further obligation for the remaining $312,000
of that final payment. Also under the Amendment, upon the last payment date of
the amounts borrowed by Omeros, whether on the Maturity Date, on the date of any
prepayment, or on the date of acceleration in the event of a default, Omeros
will be required to pay Oxford a final payment (or "balloon payment") equal to
7.0% of the borrowed $20.0 million, or $1.4 million, reducing the amount of
Omeros' monthly cash payments to Oxford prior to such final payment. Omeros may
prepay the outstanding principal balance in its entirety, plus accrued and
unpaid interest, at any time upon delivery of prior notice to Oxford and the
payment of a prepayment fee equal to 1.0% of the then-outstanding principal
amount, which prepayment fee would be waived if Omeros refinances the
indebtedness then-outstanding under the Loan Agreement with Oxford. As security
for its obligations under the Loan Agreement, Oxford continues to hold the same
security interest in substantially all of Omeros' assets, excluding intellectual
property. Oxford received no equity in Omeros nor any warrants to purchase
Omeros stock as part of the Amendment.
The foregoing description of the Amendment is only a summary of its material terms and does not purport to be complete. The Amendment, the promissory notes evidencing the New Tranche and the allonges to the two promissory notes evidencing the Existing Indebtedness, which allonges amended the notes evidencing the Existing Indebtedness to reflect the new interest rate, are filed as exhibits to the Current Report on Form 8-K and are incorporated by reference herein.
The information set forth in Item 1.01 above with respect to the Amendment is incorporated herein by reference.
(d) Exhibits.
Exhibit
Number Description
10.1 Sixth Amendment to Loan and Security Agreement dated December 28, 2012
between Omeros Corporation and Oxford Finance LLC and Oxford Finance
Funding Trust 2012-01
10.2 Secured Promissory Note dated December 28, 2012 with a principal
amount of $4,000,000 issued by Omeros Corporation to Oxford Finance
LLC
10.3 Secured Promissory Note dated December 28, 2012 with a principal
amount of $3,176,603 issued by Omeros Corporation to Oxford Finance
LLC
10.4 Allonge dated December 28, 2012 to Secured Promissory Note with an
original principal amount of $10,000,000 issued by Omeros Corporation
to Oxford Finance LLC on October 21, 2010 (and subsequently assigned
to Oxford Finance Funding Trust 2012-01)
10.5 Allonge dated December 28, 2012 to Secured Promissory Note with an
original principal amount of $10,000,000 issued by Omeros Corporation
to Oxford Finance LLC on March 25, 2011 (and subsequently assigned to
Oxford Finance Funding Trust 2012-01)
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