SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 1.01. Entry into a Material Definitive Agreement.
On December 14, 2021, Global Blood Therapeutics, Inc. (the “Company”) entered into an Amended and Restated Loan Agreement (the “A&R Loan Agreement”) with funds managed by Pharmakon Advisors LP, BioPharma Credit PLC, as collateral agent, BPCR Limited Partnership, as a lender, and Biopharma Credit Investments V (Master) LP, as a lender (together, the “Lenders”). The A&R Loan Agreement amends, restates and supersedes in its entirety the Loan Agreement, dated as of December 17, 2019, previously entered into by the Company and the Lenders (the “Prior Loan Agreement”).
The A&R Loan Agreement provides the Company with an additional term loan commitment from the Lenders in the aggregate principal amount of one hundred million dollars ($100,000,000) until December 28, 2021 (the “Tranche C Loan”). The Tranche C Loan is in addition to the initial term loan tranche in an aggregate principal amount of seventy-five million dollars ($75,000,000) that was drawn upon execution of the Prior Loan Agreement in December 2019 (the “Tranche A Loan”) and a subsequent term loan tranche in an aggregate principal amount of seventy-five million dollars ($75,000,000) that was drawn under the Prior Loan Agreement in November 2020 (the “Tranche B Loan,” and collectively with the Tranche C Loan and the Tranche A Loan, the “Term Loan”).
Under the A&R Loan Agreement, the Term Loan has a maturity date of December 17, 2027 with interest-only payments due on each tranche of the Term Loan until March 31, 2025. The Term Loan bears an interest rate of 7.00% plus the LIBOR rate. The Term Loan is subject to certain mandatory prepayment provisions, including a required prepayment upon a change of control of the Company.
The obligations under the A&R Loan Agreement are secured by a first priority security interest in and a lien on substantially all of the assets of the Company, subject to certain exceptions.
The A&R Loan Agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. If an event of default occurs and is continuing, the Lenders may, among other things, accelerate the loans and foreclose on the collateral.
The foregoing description of the terms of the A&R Loan Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the A&R Loan Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2021.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above with respect to the A&R Loan Agreement is incorporated by reference into this Item 2.03.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Global Blood Therapeutics, Inc.|
|Date: December 14, 2021||By:|
|Chief Financial Officer|