SILK ROAD MEDICAL INC: Entering into a Material Definitive Agreement, Terminating a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, financial statements and supporting documents (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
tranche of term loans at closing. A second installment of
would be available through
At the request of the Company, the revolving credit facility will change from
Revolving loans and term loans mature on
The Revolving Loans bear interest at the greater of 1 month SOFR and 0.85% (the “Index Rate”), plus a margin of 3.00%. Term loans bear interest at the index rate plus a margin of 5.00%. The index rate is capped at 2.50% for the purposes of the loan agreement. Interest on revolving loans and term loans is payable monthly in arrears. The Company may borrow, prepay and re-borrow revolving credits without premium or penalty. Term loans once repaid or prepaid cannot be re-borrowed. Term loans may be prepaid in whole or in part in installments of
The obligations of the Company under the Loan Agreement are secured by substantially all of the assets of the Company and will be secured by its future subsidiaries, subject to certain exceptions in the case of foreign subsidiaries. At the closing date, there were no guarantors.
The loan agreement requires the company to maintain consolidated revenue for 12 consecutive months of at least 75% of the outstanding principal amount of the term loans, measured on the last day of each fiscal quarter; or if the revenue target is not met, the Company must have maintained unrestricted cash and cash equivalents (net of outstanding revolving loans) subject to control agreements in favor of the Agent equal to at minus 50% of the outstanding principal amount of term loans. In addition, the Loan Agreement contains customary affirmative and negative covenants, including covenants limiting the Company’s and its subsidiaries’ ability to, among other things, dispose of assets, effect certain mergers, incur debt, to grant privileges, to pay dividends and distributions on their capital. shares, make investments and acquisitions and enter into transactions with affiliated companies, in each case subject to the customary exceptions for a loan facility of this size and type.
Events of default under the Loan Agreement include, but are not limited to, defaults in payment, material misrepresentation, breach of covenants, cross defaults with certain other material debts, events of bankruptcy and insolvency and lapses in judgement. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Loan Agreement, the termination of the lender’s commitments, a 5% increase in the applicable interest rate and the exercise by the lender other rights and remedies provided under the loan agreement.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Loan Agreement, which is attached hereto as Schedule 10.1 and is incorporated herein by reference.
Section 1.02 Termination of a Material Definitive Agreement.
The terms and conditions of the terminated loan agreement were disclosed in the company’s 8-K filed on
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information relating to the loan agreement set out in point 1.01 above is incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
Part # Description
10.1 † Loan and Security Agreement, dated as of
May 27, 2022, among Oxford Finance LLC, as collateral agent, the lenders from time to time party thereto and Silk Road Medical, Inc.
† Portions of this exhibit have been omitted in accordance with SK Rule 601(b)(10).
© Edgar Online, source