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| SIGA > SEC Filings for SIGA > Form 8-K on 7-Jan-2013 | All Recent SEC Filings |
7-Jan-2013
Entry into a Material Definitive Agreement, Creation of a Direct Financial
On December 31, 2012, the Registrant entered into the Loan Agreement (as defined below). The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated into this Item 1.01.
On December 31, 2012, the Registrant entered into a Loan and Security Agreement ("Loan Agreement") with General Electric Capital Corporation ("GECC"), in GECC's capacity as lender and agent for the financial institutions which are parties to the Loan Agreement. Pursuant to the Loan Agreement, the Registrant arranged for (x) a $5 million term loan (the "Term Loan") with a fixed interest rate of 9.85% per annum, which was drawn on December 31, 2012, and (y) a $7 million revolving facility (the "Revolver") with a minimum floating interest rate of 6.75% per annum, which will be available to be drawn upon from time to time once the Registrant's eligible receivables exceed a threshold of approximately $43 million. The term of the Loan Agreement is three years. If the Registrant prepays the Term Loan or terminates the Revolver prior to the scheduled maturity date, the Registrant is obligated to pay a prepayment premium. In the first year of the Loan Agreement, the prepayment premium would be 3% of the principal being repaid in the case of the Term Loan, or 3% of the revolver loan commitment in the case of the Revolver; in the second year of the Loan Agreement, the prepayment premium would be 2%; in the third year of the Loan Agreement, the prepayment premium would be 1%.
The Loan Agreement contains representations and warranties as well as negative and affirmative covenants customary for transactions of this type. The representations, warranties and other terms contained in the Loan Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. Such representations, warranties, covenants and other agreements should not be and may not be relied on by any other party.
The Term Loan and the Revolver (together, the "Loans") are secured by a first priority lien on all existing and after acquired property of the Registrant, other than certain excluded assets, among which are: (i) the final drug product under the brand name ST-246®, (ii) the final drug product whose active ingredient has the USAN designation Tecovirimat, (iii) any final drug product chemically derived from the active ingredient that has the USAN designation Tecovirimat, (iv) any other orthopox related small molecule therapeutic product derived from the same family of tricyclononenes from which ST-246 was derived, and (v) intellectual property related to the foregoing items (i) through (iv).
The Loans are subject to events of default customary for transactions of this type and are also subject to mandatory prepayment in certain circumstances, including if an exclusive license exists on all or any part of the ST- 246 Product (defined as "Product" in the Loan Agreement.)
The above description is qualified in its entirety by the terms and conditions of the Loan Agreement, a copy of which is filed herewith as Exhibit 10.1
(d) Exhibit
Exhibit No. Description
10.1 Loan and Security Agreement, dated as December 31, 2012, by and between the Registrant
and General Electric Capital Corporation, in its capacity as administrative and
collateral agent for the lender parties thereto.
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