Quotient Limited Announces $120 Million Secured Debt Financing
October 14 2016 - 4:01PM
Quotient Limited (“
Quotient”) (NASDAQ:QTNT), a
commercial-stage diagnostics company, today announced the
completion of a private placement of up to $120 million of 12%
Senior Secured Notes due 2023. At the initial closing of the
transaction, Quotient issued $84 million of notes and received net
proceeds of approximately $79 million after expenses. Quotient will
issue an additional $36 million of notes to note purchasers upon
public announcement of field trial results for the MosaiQ™ IH
Microarray that demonstrates greater than 99% concordance for the
detection of blood group antigens and greater than 95% concordance
for the detection of blood group antibodies when compared to
predicate technologies for a pre-defined set of blood group
antigens and antibodies. Quotient intends to use the net proceeds
from this transaction, among other things, to repay all outstanding
obligations to MidCap Financial Trust under its existing loan
agreement and for general corporate purposes. Morgan Stanley &
Co. LLC acted as sole placement agent for the transaction.
The notes bear interest at a rate of 12% per
annum, payable semi-annually on April 15 and October 15 of each
year, commencing on April 15, 2017. On each payment date,
commencing on April 15, 2019, Quotient will pay an installment of
principal of the notes pursuant to a fixed amortization schedule.
The stated maturity date of the notes is October 15, 2023. The
notes are redeemable at the option of Quotient at a redemption
price that includes a make-whole premium until October 14, 2018
and, thereafter, at a redemption price that includes a declining
premium to par over four years. The notes are guaranteed by
Quotient's subsidiaries and secured by substantially all of the
property and assets (subject to certain exclusions) of Quotient and
its subsidiaries.
Additionally, Quotient has sold a royalty right
to the note purchasers, representing a right to receive an
aggregate 2.0% royalty payment on net sales of MosaiQ™ instruments
and consumables in the donor testing market in the European Union
and the United States. The royalty will be payable beginning
on the date that Quotient or its affiliates enters into a contract
for the sale of MosaiQ™ instruments or consumables in the donor
testing market in the European Union or the United States and
ending on the last day of the calendar quarter in which the eighth
annual anniversary of the first contract date occurs.
For more information regarding the terms and
conditions of the notes, please refer to the Current Report on Form
8-K filed today by Quotient with the Securities and Exchange
Commission.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction. The securities have not been and will not be
registered under the Securities Act of 1933 or any state securities
laws, and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the registration
requirements of the Securities Act of 1933 and applicable state
securities laws.
About Quotient Limited
Quotient is a commercial-stage diagnostics
company committed to reducing healthcare costs and improving
patient care through the provision of innovative tests within
established markets. With an initial focus on blood grouping and
serological disease screening, Quotient is developing its
proprietary MosaiQ™ technology platform to offer a breadth of tests
that is unmatched by existing commercially available transfusion
diagnostic instrument platforms. The company's operations are based
in Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Forward-Looking Statements
This news release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include
statements regarding the intended use of proceeds from the secured
debt offering and the issuance of the additional notes. Such
statements are based on current assumptions that involve risks and
uncertainties that could cause actual outcomes and results to
differ materially. These risks and uncertainties, many of which are
beyond our control, include the risks and uncertainties associated
with the application of the net proceeds from the secured debt
offering as well as the other risks set forth in the company’s
filings with the Securities and Exchange Commission. Investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Quotient
disclaims any obligation to update these forward-looking
statements.
The Quotient logo and MosaiQ™ are registered
trademarks or trademarks of Quotient Limited and its subsidiaries
in various jurisdictions.
CONTACT:
Stephen Unger,
Chief Financial Officer
stephen.unger@quotientbd.com;
(212) 228-7572
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