On March 3, 2021 Radius Health, Inc. ("Radius" or the "Company") (Nasdaq: RDUS), reported that the Company has entered into amended and restated credit facilities in the aggregate principal amount of $175 million, consisting of a $150 million term loan, which includes a cashless conversion of $25 million in existing term loans, and a $25 million revolving credit facility (Press release, Radius, MAR 3, 2021, View Source [SID1234576152]). The amended and restated credit facilities also provide for an additional $25 million term loan at the lenders’ discretion. The transaction represents a significant upsize from the Company’s prior senior $95 million loan facilities, which consisted of a $55 million term loan ($25 million of which had been drawn) and a $20 million revolving credit facility that also included an additional $20 million of potential incremental availability. The amended and restated loan is expected to close on or about March 11.
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Jim Chopas, the Company’s Principal Finance and Accounting Officer said "this transaction demonstrates the Company’s improved financial strength and ability to access the debt capital markets on what we see as favorable terms to fund its corporate objectives. We expect the increase in cash interest expense to be absorbed by the Company’s cash flow."
Proceeds from the transaction are expected to be used in the following three ways:
Repurchase $112.2 million of aggregate principal amount of the Company’s existing 3.00% Convertible Senior Notes due September 1, 2024
Rollover the existing $25 million term loan into the new loan
Add $14.2 million of cash to the balance sheet, increasing liquidity as of 12/31/2020 on a pro forma basis from $114.7 million to $128.9 million, subject to change based on adjustments to the aggregate repurchase price of the 2024 Notes over the VWAP Period
The expected aggregate repurchase price of the 2024 Notes is $105.7 million, inclusive of accrued interest, which represents a discount of 6% to face value and convertible debt cancellation of $6.7 million. The aggregate repurchase price is subject to adjustment based in part on the daily volume-weighted average prices per share of the Company’s common stock during a ten-trading day pricing period ("VWAP Period") following execution of the Repurchase Agreements. As a result of the transaction, the Company’s annual cash interest expense will increase by approximately $6.3 million, driven by the higher term loan interest rate relative to the 2024 Notes.
The 2024 Notes repurchase is expected to close on March 18, 2021, subject to customary closing conditions.
J. Wood Capital Advisors LLC was the exclusive advisor to Radius in the financing transaction and in the repurchase of the 2024 Notes.
TRANSACTION OVERVIEW AND RATIONALE
Balance Sheet
Eliminates approximately 2.3 million shares of potential future dilution upon conversion of the notes
Reduces the risk of a convertible note reissuance at a lower strike price to extend the maturity
Provides an additional $14.2 million of liquidity to the balance sheet, subject to change based on adjustments to the aggregate repurchase price of the 2024 Notes over the VWAP Period
Demonstrates access to the secured debt market at scale and at a manageable cost
Creates a tranche of prepayable debt that allows the company to reduce debt ahead of stated maturities in 2024
Pro forma, Radius will have $150 million of prepayable debt and $192.8 million of non-prepayable debt
Initial step in optimizing the Company’s capital structure and balance sheet in the intermediate term
Income Statement and Cash Flow
Incremental cash interest expense from the transaction is approximately $6.3 million on an annual basis and is expected to be manageable given the Company’s anticipated improvement in cash flow
Radius reaffirms 2021 financial guidance of generating $10 million of positive EBITDA
The Company views the increased interest expense as modest relative to the benefits of the transaction
Peter Schwartzman, the Company’s Capital and Strategy Officer, added "the financing demonstrates the Company’s dedication to strategic management of its capital structure. This transaction reduces future potential equity dilution, adds incremental liquidity, and represents an initial phase of a long-term balance sheet strategy to enhance both operating and financing flexibility." Mr. Schwartzman continued, "the completion of the transaction is a significant advancement of the Company’s financial position, which will enable Radius to achieve both short and intermediate term objectives. We would like to thank MidCap and its partners for their participation and for enabling this transaction."
Source: 2020 10-K and financing documents
1 Subject to change based on adjustments to the aggregate repurchase price of the 2024 Notes over the VWAP Period
2 Face value, refer to notes in 10-K
ABOUT THE TRANSACTION
The Company and certain of its subsidiaries (the "Borrowers") amended and restated its existing senior secured facilities ("Facilities") with MidCap Financial and MidCap Funding IV Trust, as agents under the term loan credit agreement and revolving loan credit agreement, respectively, and the lenders thereunder.
The term loan credit agreement provides for, among other things:
An initial term loan of $150 million, including the cashless conversion of $25 million in existing term loans (the "Initial Term Loan")
An additional $25 million term loan, which the lenders may make available in their discretion within one year of the closing of the Initial Term Loan
Interest at a rate of LIBOR plus 5.75%, subject to a 2.00% LIBOR floor
The amended and restated revolving loan agreement provides for, among other things:
A revolving credit facility of up to $25 million, made available based on a borrowing base calculated based on percentages of
the net collectable value of certain of the Borrowers’ domestic accounts receivable, and
domestic eligible inventory,
minus certain reserves
Interest at a rate of LIBOR plus 3.50%, subject to a 2.00% LIBOR floor
The Facilities have a maturity date of June 1, 2024. They are guaranteed and secured by substantially all of the assets of the Borrowers and any future subsidiaries of the Borrowers that become borrowers or guarantors under the Facilities, subject to certain exceptions. The Borrowers may be required to make mandatory prepayments prior to maturity under certain circumstances.
The foregoing description of the amended and restated credit agreements and facilities is qualified in its entirety by reference to the full text of the Credit Agreements, which will be filed as exhibits to our corresponding Current Report on Form 8-K, to be filed within four business days of the date hereof.